sovacqex10_1.htm


    

      
        
           


        

         

        
           


        

      


      
        	 
      	 
      	
                Exhibit
      10.1

              
	 
      	 
      	 
      
	 
      	 
      	
                EXECUTION
      VERSION

              


      

      


      THIRD
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN

       

      AGREEMENT

       

      among

       

      SOVRAN
SELF STORAGE, INC. and

       

      SOVRAN
ACQUISITION LIMITED PARTNERSHIP

       

      and

       

      MANUFACTURERS
AND TRADERS TRUST COMPANY

       

      and

       

      OTHER
LENDERS WHICH ARE OR MAY BECOME

       

      PARTIES
TO THIS CREDIT AGREEMENT

       

      and

       

      MANUFACTURERS
AND TRADERS TRUST COMPANY,

       

      AS
ADMINISTRATIVE AGENT

       

      with

       

      MANUFACTURERS
AND TRADERS TRUST COMPANY,

       

      AS
SOLE LEAD ARRANGER AND BOOKRUNNER

       

      SUNTRUST
BANK,

       

      AS
SYNDICATION AGENT

       

      and

       

      HSBC
BANK USA, NATIONAL ASSOCIATION,

       

      AS
DOCUMENTATION AGENT

       

      Dated
as of June 25, 2008

       

      


       


      
        
           


        

        
           


           


        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        	
                Section

              	 
      	
                Page

                 

              
	
                §1.

              	
                DEFINITIONS
      AND RULES OF INTERPRETATION

              	
                2

              
	
                          §1.1.

              	
                Definitions.

              	
                2

              
	
                          §1.2.

              	
                Rules
      of Interpretation.

              	
                25

                 

              
	
                §2.

              	
                THE
      REVOLVING CREDIT FACILITY.

              	
                26

              
	
                          §2.1.

              	
                Revolving
      Credit Loans.

              	
                26

              
	
                          §2.2.

              	
                The
      Revolving Credit Notes.

              	
                26

              
	
                          §2.3.

              	
                Interest
      on Revolving Credit Loans.

              	
                27

              
	
                          §2.4.

              	
                Requests
      for Revolving Credit Loans.

              	
                27

              
	
                          §2.5.

              	
                Conversion
      Options.

              	
                28

              
	
                          §2.6.

              	
                Funds
      for Revolving Credit Loans.

              	
                29

              
	
                          §2.7.

              	
                Repayment
      of the Revolving Credit Loans at Maturity.

              	
                30

              
	
                          §2.8.

              	
                Optional
      Repayments of Revolving Credit Loans.

              	
                30

              
	
                          §2.9.

              	
                Mandatory
      Repayments of Revolving Credit Loans.

              	
                31

              
	
                          §2.10.

              	
                Optional
      Extension of Revolving Credit Loan Maturity Date.

              	
                31

              
	
                          §2.11.

              	
                Increase
      of Commitment to Lend.

              	
                31

                 

              
	
                §3.

              	
                THE
      TERM LOAN FACILITY.

              	
                32

              
	
                          §3.1.

              	
                Commitment
      to Lend.

              	
                32

              
	
                          §3.2.

              	
                The
      Term Notes.

              	
                33

              
	
                          §3.3.

              	
                Interest
      on Term Loan.

              	
                33

              
	
                          §3.4.

              	
                Conversion
      Options.

              	
                33

              
	
                          §3.5.

              	
                Repayment
      of the Term Loan at Maturity.

              	
                33

              
	
                          §3.6.

              	
                Optional
      Repayments of Term Loan.

              	
                34

                 

              
	
                §4.

              	
                CERTAIN
      GENERAL PROVISIONS.

              	
                34

              
	
                          §4.1

              	
                Fees.

              	
                34

              
	
                          §4.2.

              	
                Funds
      for Payments.

              	
                34

              
	
                          §4.3.

              	
                Computations.

              	
                36

              
	
                          §4.4.

              	
                Inability
      to Determine LIBOR Rate.

              	
                36

              
	
                          §4.5.

              	
                Illegality.

              	
                36

              
	
                          §4.6.

              	
                Additional
      Costs, Etc.

              	
                36

              
	
                          §4.7.

              	
                Capital
      Adequacy.

              	
                38

              
	
                          §4.8.

              	
                Certificate.

              	
                38

              
	
                          §4.9.

              	
                Indemnity.

              	
                38

              
	
                          §4.10.

              	
                Interest
      During Event of Default; Late Charges.

              	
                39

              
	
                          §4.11.

              	
                Concerning
      Joint and Several Liability of the Borrowers.

              	
                39

              
	
                          §4.12

              	
                Interest
      Limitation.

              	
                40

              
	
                          §4.13.

              	
                Reasonable
      Efforts to Mitigate.

              	
                41

              
	
                          §4.14.

              	
                Replacement
      of Lenders.

              	
                41

                 

              
	
                §5.

              	
                LETTERS
      OF CREDIT.

              	
                42

              
	
                          §5.1.

              	
                Commitment
      to Issue Letters of Credit.

              	
                42

              
	
                          §5.2

              	
                Letter
      of Credit Applications.

              	
                42

              
	
                          §5.3

              	
                Terms
      of Letters of Credit.

              	
                42

              
	
                          §5.4

              	
                Reimbursement
      Obligations of Lenders.

              	
                43

              
	
                          §5.5

              	
                Participations
      of Lenders.

              	
                43

              
	
                          §5.6

              	
                Reimbursement
      Obligation of the Borrowers.

              	
                43

              
	
                          §5.7

              	
                Letter
      of Credit Payments.

              	
                44

              
	
                          §5.8

              	
                Obligations
      Absolute.

              	
                44

              
	
                          §5.9

              	
                Reliance
      by Issuer.

              	
                45

              
	
                          §5.10

              	
                Letter
      of Credit Fees.

              	
                45

                 

              
	
                §6.

              	
                GUARANTIES.

              	
                46

                 

              
	
                §7.

              	
                REPRESENTATIONS
      AND WARRANTIES.

              	
                46

              
	
                          §7.1.

              	
                Authority;
      Etc.

              	
                46

              
	
                          §7.2.

              	
                Governmental
      Approvals.

              	
                48

              
	
                          §7.3.

              	
                Title
      to Properties; Leases.

              	
                48

              
	
                          §7.4.

              	
                Financial
      Statements.

              	
                49

              
	
                          §7.5

              	
                Fiscal
      Year.

              	
                49

              
	
                          §7.6.

              	
                Franchises,
      Patents, Copyrights, Etc.

              	
                49

              
	
                          §7.7.

              	
                Litigation.

              	
                49

              
	
                          §7.8.

              	
                No
      Materially Adverse Contracts, Etc.

              	
                50

              
	
                          §7.9.

              	
                Compliance
      With Other Instruments, Laws, Etc.

              	
                50

              
	
                          §7.10.

              	
                Tax
      Status.

              	
                50

              
	
                          §7.11.

              	
                No
      Event of Default; No Materially Adverse Changes.

              	
                51

              
	
                          §7.12.

              	
                Investment
      Company Act.

              	
                51

              
	
                          §7.13.

              	
                Absence
      of UCC Financing Statements, Etc.

              	
                51

              
	
                          §7.14.

              	
                Absence
      of Liens.

              	
                51

              
	
                          §7.15.

              	
                Certain
      Transactions.

              	
                51

              
	
                          §7.16.

              	
                Employee
      Benefit Plans.

              	
                51

              
	
                               §7.16.1.

              	
                In
      General.

              	
                51

              
	
                               §7.16.2.

              	
                Terminability
      of Welfare Plans.

              	
                52

              
	
                               §7.16.3.

              	
                Guaranteed
      Pension Plans.

              	
                52

              
	
                               §7.16.4.

              	
                Multiemployer
      Plans.

              	
                52

              
	
                          §7.17.

              	
                Regulations
      U and X.

              	
                52

              
	
                          §7.18.

              	
                Environmental
      Compliance.

              	
                53

              
	
                          §7.19.

              	
                Subsidiaries.

              	
                54

              
	
                          §7.20.

              	
                Loan
      Documents

              	
                54

              
	
                          §7.21.

              	
                REIT
      Status.

              	
                55

              
	
                          §7.22.

              	
                Subsequent
      Guarantors.

              	
                55

              
	
                          §7.23.

              	
                Trading
      Status.

              	
                55

                 

              
	
                §8.

              	
                AFFIRMATIVE
      COVENANTS OF THE BORROWERS AND THE  GUARANTORS.

              	
                55

              
	
                          §8.1.

              	
                Punctual
      Payment.

              	
                55

              
	
                          §8.2.

              	
                Maintenance
      of Office.

              	
                55

              
	
                          §8.3.

              	
                Records
      and Accounts.

              	
                55

              
	
                          §8.4.

              	
                Financial
      Statements, Certificates and Information.

              	
                55

              
	
                          §8.5.

              	
                Notices

              	
                57

              
	
                          §8.6.

              	
                Existence
      of SALP, Holdings and Subsidiary Guarantors; Maintenance of
      Properties.

              	
                59

              
	
                          §8.7.

              	
                Existence
      of Sovran; Maintenance of REIT Status of Sovran; Maintenance of
      Properties

              	
                60

              
	
                          §8.8.

              	
                Insurance

              	
                61

              
	
                          §8.9.

              	
                Taxes

              	
                61

              
	
                          §8.10.

              	
                Inspection
      of Properties and Books; Confidentiality

              	
                61

              
	
                          §8.11.

              	
                Compliance
      with Laws, Contracts, Licenses, and Permits

              	
                62

              
	
                          §8.12.

              	
                Use
      of Proceeds

              	
                62

              
	
                          §8.13.

              	
                Acquisition
      of Unencumbered Properties

              	
                62

              
	
                          §8.14.

              	
                Additional
      Guarantors; Solvency of Guarantors

              	
                63

              
	
                          §8.15.

              	
                Further
      Assurances

              	
                63

              
	
                          §8.16.

              	
                Intentionally
      Omitted

              	
                63

              
	
                          §
      8.17.

              	
                Environmental
      Indemnification

              	
                63

              
	
                          §8.18.

              	
                Response
      Actions

              	
                64

              
	
                          §8.19.

              	
                Environmental
      Assessments

              	
                64

              
	
                          §8.20.

              	
                Employee
      Benefit Plans

              	
                64

              
	
                          §8.21.

              	
                No
      Amendments to Certain Documents

              	
                64

              
	
                          §8.22.

              	
                Exclusive
      Credit Facility

              	
                65

              
	
                          §8.23.

              	
                Management

              	
                65

              
	
                          §8.24.

              	
                Financial
      Covenants under Note Purchase Agreement

              	
                65

                 

              
	
                §9.

              	
                CERTAIN
      NEGATIVE COVENANTS OF THE BORROWERS AND
      THE  GUARANTORS

              	
                65

              
	
                          §9.1.

              	
                Restrictions
      on Indebtedness

              	
                66

              
	
                          §9.2.

              	
                Restrictions
      on Liens, Etc

              	
                67

              
	
                          §9.3.

              	
                Restrictions
      on Investments

              	
                68

              
	
                          §9.4.

              	
                Merger,
      Consolidation and Disposition of Assets

              	
                70

              
	
                          §9.5.

              	
                Sale
      and Leaseback

              	
                71

              
	
                          §9.6.

              	
                Compliance
      with Environmental Laws

              	
                71

              
	
                          §9.7.

              	
                Distributions

              	
                72

              
	
                          §9.8.

              	
                Employee
      Benefit Plans

              	
                72

              
	
                          §9.9.

              	
                Fiscal
      Year

              	
                73

              
	
                          §9.10.

              	
                Negative
      Pledge

              	
                73

                 

              
	
                §10.

              	
                FINANCIAL
      COVENANTS OF THE BORROWERS

              	
                73

              
	
                          §10.1.

              	
                Leverage
      Ratio

              	
                73

              
	
                          §10.2.

              	
                Secured
      Indebtedness

              	
                73

              
	
                          §10.3.

              	
                Tangible
      Net Worth

              	
                73

              
	
                          §10.4.

              	
                Debt
      Service Coverages

              	
                74

              
	
                          §10.5.

              	
                Unimproved
      Land

              	
                74

              
	
                          §10.6.

              	
                Construction-in-Process

              	
                74

              
	
                          §10.7.

              	
                Promissory
      Notes

              	
                74

              
	
                          §10.8.

              	
                Unimproved
      Land, Construction-in-Process and Notes

              	
                74

              
	
                          §10.9.

              	
                Joint
      Venture Ownership Interest

              	
                74

              
	
                          §10.10.

              	
                Unhedged
      Variable Rate Debt

              	
                74

              
	
                          §10.11.

              	
                Unsecured
      Indebtedness

              	
                74

              
	
                          §10.12.

              	
                Unencumbered
      Property Debt Service Coverage

              	
                75

              
	
                          §10.13.

              	
                Covenant
      Calculations

              	
                75

                 

              
	
                §11.

              	
                CONDITIONS
      TO THE RESTATEMENT DATE

              	
                76

              
	
                          §11.1.

              	
                Loan
      Documents

              	
                76

              
	
                          §11.2.

              	
                Certified
      Copies of Organization Documents

              	
                76

              
	
                          §11.3.

              	
                Resolutions

              	
                76

              
	
                          §11.4.

              	
                Incumbency
      Certificate; Authorized Signers

              	
                76

              
	
                          §11.5.

              	
                Intentionally
      Omitted

              	
                76

              
	
                          §11.6.

              	
                Certificates
      of Insurance

              	
                76

              
	
                          §11.7.

              	
                Intentionally
      Omitted

              	
                77

              
	
                          §11.8.

              	
                Opinion
      of Counsel Concerning Organization and Loan Documents

              	
                77

              
	
                          §11.9.

              	
                Tax
      and Securities Law Compliance

              	
                77

              
	
                          §11.10.

              	
                Guaranties

              	
                77

              
	
                          §11.11.

              	
                Certifications
      from Government Officials

              	
                77

              
	
                          §11.12.

              	
                Proceedings
      and Documents

              	
                77

              
	
                          §11.13.

              	
                Fees

              	
                77

              
	
                          §11.14.

              	
                Compliance
      Certificate

              	
                77

              
	
                          §11.15.

              	
                Existing
      Indebtedness

              	
                78

              
	
                          §11.16.

              	
                Subsequent
      Guarantors

              	
                78

              
	
                          §11.17.

              	
                No
      Material Adverse Effect

              	
                78

              
	
                          §11.18.

              	
                Other
      Information

              	
                78

                 

              
	
                §12.

              	
                CONDITIONS
      TO ALL BORROWINGS

              	
                78

              
	
                          §12.1.

              	
                Representations
      True; No Event of Default; Compliance Certificate

              	
                78

              
	
                          §12.2.

              	
                No
      Legal Impediment

              	
                78

              
	
                          §12.3.

              	
                Governmental
      Regulation

              	
                78

                 

              
	
                §13.

              	
                EVENTS
      OF DEFAULT; ACCELERATION; ETC

              	
                79

              
	
                          §13.1.

              	
                Events
      of Default and Acceleration

              	
                79

              
	
                          §13.2.

              	
                Termination
      of Commitments

              	
                81

              
	
                          §13.3.

              	
                Remedies

              	
                82

              
	
                          §13.4.

              	
                Distribution
      of Proceeds

              	
                82

                 

              
	
                §14.

              	
                SET
      OFF

              	
                83

                 

              
	
                §15.

              	
                THE
      AGENTS

              	
                84

              
	
                          §15.1.

              	
                Authorization

              	
                84

              
	
                          §15.2.

              	
                Employees
      and Agents

              	
                84

              
	
                          §15.3.

              	
                No
      Liability

              	
                84

              
	
                          §15.4.

              	
                No
      Representations

              	
                84

              
	
                          §15.5.

              	
                Payments

              	
                85

              
	
                          §15.6.

              	
                Holders
      of Notes

              	
                86

              
	
                          §15.7.

              	
                Indemnity

              	
                86

              
	
                          §15.8.

              	
                Agents
      as Lenders

              	
                86

              
	
                          §15.9.

              	
                Notification
      of Defaults and Events of Default

              	
                86

              
	
                          §15.10.

              	
                Duties
      in the Case of Enforcement

              	
                86

              
	
                          §15.11.

              	
                Successor
      Agents

              	
                87

              
	
                          §15.12.

              	
                Notices

              	
                87

              
	
                          §15.13.

              	
                Administrative
      Agent May File Proofs of Claim

              	
                88

                 

              
	
                §16.

              	
                EXPENSES

              	
                88

                 

              
	
                §17.

              	
                INDEMNIFICATION

              	
                89

                 

              
	
                §18.

              	
                SURVIVAL
      OF COVENANTS, ETC

              	
                90

                 

              
	
                §19.

              	
                ASSIGNMENT;
      PARTICIPATIONS; ETC.

              	
                91

              
	
                          §19.1.

              	
                Successors
      and Assigns Generally

              	
                91

              
	
                          §19.2.

              	
                Assignments
      by Lenders

              	
                91

              
	
                          §19.3.

              	
                Register

              	
                92

              
	
                          §19.4.

              	
                Participations

              	
                93

              
	
                          §19.5.

              	
                Limitation
      upon Participant Rights

              	
                93

              
	
                          §19.6.

              	
                Certain
      Pledges

              	
                93

              
	
                          §19.7.

              	
                No
      Registration

              	
                93

              
	
                          §19.8.

              	
                Disclosure

              	
                94

              
	
                          §19.9.

              	
                Syndication

              	
                94

                 

              
	
                §20.

              	
                NOTICES,
      ETC

              	
                94

                 

              
	
                §21.

              	
                GOVERNING
      LAW; CONSENT TO JURISDICTION AND SERVICE

                 

              	
                95

                 

              
	
                §22.

              	
                HEADINGS

              	
                95

                 

              
	
                §23.

              	
                COUNTERPARTS.

              	
                95

                 

              
	
                §24.

              	
                ENTIRE
      AGREEMENT, ETC.

              	
                95

                 

              
	
                §25.

              	
                WAIVER
      OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.

              	
                95

                 

              
	
                §26.

              	
                CONSENTS,
      AMENDMENTS, WAIVERS, ETC.

              	
                96

                 

              
	
                §27.

              	
                SEVERABILITY

              	
                97

                 

              
	
                §28.

              	
                USA
      PATRIOT ACT NOTICE

              	
                97

                 

              
	
                §29.

              	
                TRANSITIONAL
      ARRANGEMENTS

              	
                97

              
	
                          §29.1.

              	
                Existing
      Credit Agreement Superseded

              	
                97

              
	
                          §29.2.

              	
                Return
      and Cancellation of Notes

              	
                98

              
	
                          §29.3.

              	
                Interest
      and Fees Under Superseded Agreement

              	
                98

              


      


      
        
          
            (i)

          

           


        

        
           


           


        

        
           


        

      


      
        	
                EXHIBITS

                 

              
	
                A-1

              	
                Form
      of Revolving Credit Note

              
	
                A-2

              	
                Form
      of Term Loan Note

              
	
                B

              	
                Form
      of Subsidiary Guaranty

              
	
                C

              	
                Form
      of Revolving Credit Loan Request

              
	
                D-1

              	
                Form
      of Compliance Certificate (Loan Request)

              
	
                D-2

              	
                Form
      of Compliance Certificate (Sovran Financial Statements)

              
	
                D-3

              	
                Form
      of Compliance Certificate (SALP Financial Statements

              
	
                D-4

              	
                Form
      of Compliance Certificate (Incurrence of Indebtedness)

              
	
                D-5

              	
                Form
      of Compliance Certificate (Merger, Consolidation or
      Reorganization)

              
	
                D-6

              	
                Form
      of Compliance Certificate (Disposition of Unencumbered
      Property)

              
	
                D-7

              	
                Form
      of Compliance Certificate (Closing Condition)

              
	
                E

              	
                Form
      of Assignment and Assumption Agreement

              
	
                F

              	
                Form
      of Notice of
Continuation/Conversion

              


      

      


       

      


       


      
        
          
            (ii)

          

           


        

        
           


           


        

        
           


        

      


      


       

      
        	
                Schedules to Revolving
      Credit Agreement

                 

              
	
                SCHEDULE
      1.2

              	
                Lenders'
      Commitments

              
	
                SCHEDULE
      7.1(b)

              	
                Capitalization

              
	
                SCHEDULE
      7.3(a)

              	
                Unencumbered
      Properties

              
	
                SCHEDULE
      7.3(c)

              	
                Partially
      Owned Real Estate Companies

              
	
                SCHEDULE
      7.7

              	
                Litigation

              
	
                SCHEDULE
      7.15

              	
                Certain
      Transactions

              
	
                SCHEDULE
      7.18

              	
                Environmental
      Matters

              
	
                SCHEDULE
      7.19

              	
                Subsidiaries

              
	
                SCHEDULE
      9.3(d)

              	
                Existing
      Investments

              


      

      


       


      
        
          
            (iii)

          

           


        

        
           


           


        

        
           


        

      


      THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT

      


      


                This
THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as
of the 25th day of June, 2008, by and among SOVRAN SELF STORAGE, INC., a
Maryland corporation ("Sovran") and SOVRAN ACQUISITION LIMITED PARTNERSHIP, a
Delaware limited partnership ("SALP", and together with Sovran, collectively
referred to herein as the "Borrowers" and individually as a "Borrower"), each
with a principal place of business at 6467 Main Street, Williamsville, New York
14221, MANUFACTURERS AND TRADERS TRUST COMPANY, a national banking association
having a place of business at One Fountain Plaza, Buffalo, New York, 14203
(together with its successors and assigns, "M&T Bank"), and the other
lending institutions listed on Schedule 1.2 hereto
or which may become parties hereto pursuant to §19 (individually, a "Lender" and
collectively, the "Lenders"), MANUFACTURERS AND TRADERS TRUST COMPANY, as
administrative agent for itself and the other Lenders (together with its
successors and assigns, the "Administrative Agent"), SUNTRUST BANK ("Syndication
Agent"), as syndication agent for itself and the other Lenders, and HSBC BANK
USA, NATIONAL ASSOCIATION ("Documentation Agent"), as documentation
agent.

       

      RECITALS

       

                A.     The
Borrowers are primarily engaged in the business of owning, purchasing,
developing, constructing, renovating and operating self storage facilities in
the United States primarily known as "Uncle Bob's Self Storage".

       

                B.     Sovran
is a limited partner of SALP, holds in excess of 96% of the partnership
interests in SALP, conducts all or substantially all of its business through
SALP, and is qualified to elect REIT status for income tax
purposes.  Sovran Holdings, Inc., a Delaware corporation ("Holdings"),
is a wholly-owned Subsidiary of Sovran and the sole general partner of SALP and
has agreed to guaranty the obligations of the Borrowers hereunder.

       

                C.     Pursuant
to that certain Second Amended and Restated Revolving Credit and Term Loan
Agreement, by and among the Borrowers, Bank of America, N.A., as Administrative
Agent and the certain lenders party thereto, dated as of December 16, 2004
(as amended and in effect immediately prior to the Restatement Date, the
"Existing Credit Agreement"), such lenders extended to the Borrowers a revolving
credit facility in an aggregate principal amount not to exceed $100,000,000 and
term loan facility in the aggregate principal amount of $100,000,000. The
Borrowers have requested that the Lenders amend and restate such revolving
credit and term loan facilities, with a revolving credit facility in an
aggregate principal amount not to exceed $125,000,000 (increasing up to
$175,000,000 pursuant to the terms hereof), with a sublimit for letters of
credit of $15,000,000 and a term loan facility in an aggregate principal amount
of $250,000,000. The Lenders are agreeable to providing such an amended and
restated revolving credit and term loan facility to the Borrowers, with such
facility to be on the terms and conditions set forth in this Credit
Agreement.

       


      
        
           


        

        
          1

           


        

        
           


        

      


                NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree that on the Restatement Date, the Existing
Credit Agreement shall be amended and restated as follows:

       

                §1.     DEFINITIONS AND RULES OF
INTERPRETATION.

       

                          §1.1.     Definitions.  The
following terms shall have the meanings set forth in this §1 or elsewhere in the
provisions of this Credit Agreement referred to below:

      


                          Accountants.  In
each case, nationally-recognized, independent certified public accountants
reasonably acceptable to the Administrative Agent.  The Administrative
Agent hereby acknowledges that the Accountants may include Ernst & Young,
LLP.

      


                          Adjusted Unencumbered
Property NOI.  With respect to any fiscal period for any
Unencumbered Property, the net income of such Unencumbered Property during such
period, as determined in accordance with GAAP, before deduction of (a) gains (or
losses) from debt restructurings or other extraordinary items (provided such
deduction shall not include extraordinary items that include liquidated damages,
compensatory damages or other obligations arising out of a Borrower's default
under an agreement to purchase or lease Real Estate) relating to such
Unencumbered Property, and (b) income taxes relating to such Unencumbered
Property; plus
(x) interest expense relating to such Unencumbered Property and (y) depreciation
and amortization relating to such Unencumbered Property; minus a recurring
capital expense reserve equal to ten cents ($0.10) per annum per net rentable
square foot multiplied by the
total net rentable square feet of such Unencumbered Property.

      


                          Administration
Fee.  See §4.1.

      


                          Administrative
Agent.  M&T Bank acting as administrative agent for the
Lenders, or any successor agent, as permitted by §15.

      


                          Administrative Agent's Head
Office.  The Agent's office located at One Fountain Plaza,
Buffalo, New York, 14203, or at such other location as the Agent may designate
from time to time pursuant to §20 hereof, or the office of any successor Agent
permitted under §15 hereof.

      


                          Affiliate.  With
reference to any Person, (i) any director or executive officer of that Person,
(ii) any other Person controlling, controlled by or under direct or indirect
common control of that Person, (iii) any other Person directly or indirectly
holding 10% or more of any class of the capital stock or other equity interests
(including options, warrants, convertible securities and similar rights) of that
Person and (iv) any other Person 10% or more of any class of whose capital stock
or other equity interests (including options, warrants, convertible securities
and similar rights) is held directly or indirectly by that Person.

      


                          Agents.  Collectively,
the Administrative Agent, the Documentation Agent and the Syndication
Agent.


      
        
           


        

        
          2

           


        

        
           


        

      


                          Applicable
Margin.  With respect to each Loan, the respective percentages
per annum determined based on the range into which SALP's Credit Rating then
falls, in accordance with the following table.  Any change in SALP's
Credit Rating causing it to move to a different range on the table shall to the
extent set forth below effect an immediate change in the Applicable
Margin.  SALP shall notify the Administrative Agent in writing
promptly after becoming aware of any change in any of its debt
ratings.  SALP shall maintain Credit Ratings from at least two (2)
Rating Agencies, one of which must be Moody's or S&P so long as such Persons
are in the business of providing debt ratings for the REIT industry; provided
that if SALP fails to maintain at least two Credit Ratings, the Applicable
Margin shall be based upon an S&P rating of less than BBB- in the table
below.  In the event that SALP receives two (2) Credit Ratings that
are not equivalent, the Applicable Margin shall be determined by the lower of
such two (2) Credit Ratings.  In the event SALP receives more than two
(2) Credit Ratings and such Credit Ratings are not equivalent, the Applicable
Margin shall be determined by the higher of the two highest ratings; provided
that one of such ratings shall be from S&P or Moody's, so long as such
Persons are in the business of providing debt ratings for the REIT
industry.

      


      
        	
                 

                 

                 

                S&P
      Rating

              	
                 

                 

                 

                Moody's
      Rating

              	
                 

                 

                 

                Third
      Rating

              	
                Applicable
      Margin for Revolving Credit Loans which are LIBOR Rate Loans

              	
                Applicable
      Margin for Revolving Credit Loans which are Base Rate Loans

              	
                 

                Applicable
      Margin for Term Loans which are LIBOR Rate Loans

              	
                 

                Applicable
      Margin for Term Loans which are Base Rate Loans

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                No
      rating or less than BBB-

              	
                No
      rating or less than Baa3

              	
                No
      rating or less than BB+/Ba1 equivalent

                 

              	
                1.75%

              	
                0.50%

              	
                2.00%

              	
                0.50%

              
	
                BBB-

              	
                Baa3

              	
                BBB-/Baa3
      equivalent

              	
                1.375%

              	
                0.00%

              	
                1.625%

              	
                0.00%

              
	
                BBB

              	
                Baa2

              	
                BBB/Baa2
      equivalent

              	
                1.250%

              	
                0.00%

              	
                1.50%

              	
                0.00%

              
	
                BBB+

              	
                Baa1

              	
                BBB+/Baa1
      equivalent

              	
                1.125%

              	
                0.00%

              	
                1.375%

              	
                0.00%

              
	
                A-
      or higher

              	
                A3
      or higher

              	
                A-/A3
      equivalent or higher

              	
                1.00%

              	
                0.00%

              	
                1.250%

              	
                0.00%

              


      

      


       

                          Approved
Fund.  Any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.

      


                          Assignment and
Assumption.  An Assignment and Assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by §19.1), and accepted by the Administrative Agent, substantially in
the form of Exhibit
E or any other form approved by the Administrative
Agent.


      
        
           


        

        
          3

           


        

        
           


        

      


                          Availability
Period.  The period from and including the Restatement Date to
but excluding the earlier of the Revolving Credit Loan Maturity Date and the
date of termination of the Revolving Credit Commitments.

      


                          Base
Rate.  The higher of (a) the variable annual rate of interest
designated from time to time by M&T Bank at its head office in Buffalo, New
York or any successor Agent at its principal office, as its "prime rate" (which
is a reference rate and does not necessarily represent the lowest or best rate
being charged to any customer) or (b) one half of one percent (1/2%) above the
overnight federal funds effective rate as published by the Board of Governors of
the Federal Reserve System, as in effect from time to time.  Any
change in the Base Rate during an Interest Period shall result in a
corresponding change on the same day in the rate of interest accruing from and
after such day on the unpaid balance of principal of the Base Rate Loans, if
any, applicable to such Interest Period, effective on the day of such change in
the Base Rate.

      


                          Base Rate
Loans.  Those Loans bearing interest calculated by reference to
the Base Rate.

      


                          Borrower
Representative.  Sovran, acting on behalf of all of the
Borrowers.  The Agents and the Lenders shall be entitled to rely, and
all of the Borrowers hereby agree that the Agents and the Lenders may so rely,
on any notice given or received or action taken or not taken by Sovran as being
authorized by each of the Borrowers.

      


                          Borrowers.  As
defined in the preamble hereto.

      


                          Budgeted Project
Costs.  With respect to Construction-In-Process, the total
budgeted project cost of such Construction-In-Process shown on schedules
submitted by the Borrower Representative to the Administrative Agent from time
to time; provided that for
Construction-In-Process owned by any Partially-Owned Entity, the Budgeted
Project Cost of such Construction-In-Process shall be the applicable Borrower's
pro-rata share of the total budgeted project cost of such
Construction-In-Process (based on the greater of (x) such Borrower's percentage
equity interest in such Partially-Owned Entity or (y) the Borrower's obligation
to provide or liability for providing funds to such Partially-Owned
Entity).

      


                          Building.  Individually
and collectively, the buildings, structures and improvements now or hereafter
located on the Real Estate and intended for income production.

      


                          Business
Day.  Any day on which banking institutions in New York, New
York are open for the transaction of banking business and, in the case of LIBOR
Rate Loans, also a day which is a LIBOR Business Day.

      


                          Capitalization
Rate.  A rate equal to nine and one-quarter percent (9.25%);
provided however, that the Capitalization Rate shall be reviewed from time to
time by the Administrative Agent and shall be subject to adjustment by the
Required Lenders, in their sole discretion, based upon market conditions for
comparable property types; provided further that the Capitalization Rate may
only be adjusted once during the term of this Credit Agreement, and may only be
adjusted at such time by up to .50%.


      
        
           


        

        
          4

           


        

        
           


        

      


      


                          Capitalized
Leases.  Leases under which any Borrower or any of its
Subsidiaries or any Partially-Owned Entity is the lessee or obligor, the
discounted future rental payment obligations under which are required to be
capitalized on the balance sheet of the lessee or obligor in accordance with
GAAP.

      


                          Capitalized Unencumbered
Property Value.  As of any date of determination with respect
to an Unencumbered Property, an amount equal to Adjusted Unencumbered Property
NOI for such Unencumbered Property for the most recent two (2) complete fiscal
quarters multiplied by two
(2), with the product being divided by the
Capitalization Rate.  The calculation of Capitalized Unencumbered
Property Value shall be adjusted as set forth in §10.13 hereof.

      


                          Cash and Cash
Equivalents.  Collectively, unrestricted (i) cash, (ii)
marketable direct obligations issued or unconditionally guaranteed by the United
States government and backed by the full faith and credit of the United States
government; and (iii) domestic and Eurodollar certificates of deposit and time
deposits, bankers' acceptances and floating rate certificates of deposit issued
by any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or agencies
(fully protected against currency fluctuations), which, at the time of
acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Moody's
provided that the maturities of such Cash and Cash Equivalents shall not exceed
one year.

      


                          CERCLA.  See
§7.18.

      


                          Code.  The
Internal Revenue Code of 1986, as amended and in effect from time to
time.

      


                          Commitment.  With
respect to each Lender, its Revolving Credit Commitment or Term Commitment, as
applicable.  "Commitments" shall refer, collectively, with respect to
each Lender, to such Lender's Revolving Credit Commitment and/or Term
Commitment, as applicable.

      


                          Commitment
Percentage.  With respect to each Lender, its Revolving Credit
Commitment Percentage or Term Commitment Percentage, as
applicable.  "Commitment Percentages" shall refer collectively, with
respect to each Lender, to such Lender's Revolving Credit Commitment Percentage
and/or Term Commitment Percentage, as applicable.

      


                          Completed Revolving Credit
Loan Request.  A loan request accompanied by all information
required to be supplied under the applicable provisions of §2.4.

      


                          Consolidated or
consolidated.  With reference to any term defined herein, shall
mean that term applied to the accounts of Sovran and its Subsidiaries (including
the Guarantors) or SALP and its Subsidiaries, as the case may be, consolidated
in accordance with GAAP.


      
        
           


        

        
          5

           


        

        
           


        

      


                          Consent and Amendment
No 2.  The Consent and Amendment No. 2 to Second
Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 22, 2006 by and among the Borrowers and certain other parties to the
Existing Credit Agreement.

      


                          Consolidated Adjusted
EBITDA.  For any period, an amount equal to the consolidated
net income of the Borrowers and their respective Subsidiaries for such period,
as determined in accordance with GAAP, before deduction of (a) gains (or losses)
from the sale of real property or interests therein, debt restructurings and
other extraordinary items (provided such deduction shall not include
extraordinary items that include liquidated damages, compensatory damages or
other obligations arising out of a Borrower's default under an agreement to
purchase or lease Real Estate) (b) minority interest attributable to a Borrower
or a Guarantor and (c) income taxes; plus (x) interest expense and (y)
depreciation and amortization, minus a recurring
capital expense reserve in an amount equal to ten cents ($0.10) per net rentable
square foot multiplied by the
total net rentable square feet of all Real Estate; all after adjustments for
unconsolidated partnerships, joint ventures and other entities.  The
calculation of Consolidated Adjusted EBITDA shall be further adjusted as set
forth in §10.13 hereof.

      


                          Consolidated Assumed
Amortizing Unsecured Debt Service Charges.  As of any date of
determination, an amount equal to the assumed interest and principal payments
for an imputed six month period on all Unsecured Indebtedness of the Borrowers
and their respective Subsidiaries for borrowed money or in respect of
reimbursement obligations for letters of credit, guaranty obligations or
Capitalized Leases, whether direct or contingent, which is outstanding on such
date based upon a two hundred and forty (240) month mortgage style amortization
schedule and an annual interest rate equal to the greater of (x) the sum of two
percent (2%) plus the imputed ten (10) year United States Treasury bill yield as
of such date based upon published quotes for Treasury bills having ten (10)
years to maturity and (y) 7.5%.  For example, if the imputed ten (10)
year United States Treasury bill yield as of such date were 6% and the total
amount of Unsecured Indebtedness of the Borrowers and their respective
Subsidiaries on such date were $100,000, Consolidated Assumed Amortizing
Unsecured Debt Service Charges would be equal to $5,019 (e.g. six month period,
at $10,038 per annum).

      


                          Consolidated Capitalized
Value.  As of any date of determination, an amount equal to
Revised Consolidated Adjusted EBITDA for the most recent two (2) completed
fiscal quarters multiplied by two
(2), with the product being divided by the
Capitalization Rate.  The calculation of Consolidated Capitalized
Value shall be adjusted as set forth in §10.13 hereof.

      


                          Consolidated Fixed
Charges.  With respect to the Borrowers and their respective
Subsidiaries and for any period, the sum, without duplication, of (a)
Consolidated Total Interest Expense for such period plus (b) any and all
scheduled repayments of principal (excluding balloon payments of principal due
upon the stated maturity of an Indebtedness) during such period in respect of
Indebtedness that becomes due and payable or that are to become due and payable
during such period pursuant to any agreement or instrument to which the
Borrowers or any of their respective Subsidiaries is a party relating to
(i) the borrowing of money or the obtaining of credit, including the
issuance of notes or bonds, (ii) the deferred purchase price of assets (other
than trade payables incurred in the ordinary course of business), (iii) in
respect of any Synthetic Leases or any Capitalized Leases, (iv) in respect of
any reimbursement obligations in
respect of letters of credit due and payable during such period, and (v)
Indebtedness of the type referred to above of another Person guaranteed by the
Borrowers or any of their respective Subsidiaries, plus (c) Preferred Dividends
for such period.  Demand obligations shall be deemed to be due and
payable during any fiscal period during which such obligations are
outstanding.

      


                          Consolidated Secured
Indebtedness.  As of any date of determination, the aggregate
principal amount of all Indebtedness of the Borrowers and their respective
Subsidiaries for borrowed money or in respect of reimbursement obligations for
letters of credit, guaranty obligations or Capitalized Leases, whether direct or
contingent, which is outstanding at such date and which is secured by a Lien on
properties or other assets of such Persons, without regard to
Recourse.

      


                          Consolidated Tangible Net
Worth.  As of any date of determination, Gross Asset Value
minus
Consolidated Total Liabilities.

      


                          Consolidated Total Interest
Expense.  For any period, the aggregate amount of interest
required to be paid or accrued by the Borrowers and their respective
Subsidiaries during such period on all Indebtedness of the Borrowers and their
respective Subsidiaries outstanding during all or any part of such period,
whether such interest was or is required to be reflected as an item of expense
or capitalized, including payments consisting of interest in respect of any
Capitalized Lease or any Synthetic Lease, and including commitment fees, agency
fees, facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money; provided that such
fees paid in connection with the borrowing of money may be amortized over the
period of the applicable loan.

      


                          Consolidated Total
Liabilities.  As of any date of determination, all liabilities
of the Borrowers and their respective Subsidiaries determined on a consolidated
basis in accordance with GAAP and classified as such on the consolidated balance
sheet of the Borrowers and their respective Subsidiaries, and all Indebtedness
of the Borrowers and their respective Subsidiaries, whether or not so
classified.  The calculation of Consolidated Total Liabilities shall
be adjusted as set forth in §10.13 hereof.

      


                          Consolidated Unsecured
Indebtedness.  As of any date of determination, the aggregate
principal amount of all Unsecured Indebtedness of the Borrowers and their
respective Subsidiaries for borrowed money or in respect of reimbursement
obligations for letters of credit, guaranty obligations or Capitalized Leases,
whether direct or contingent, which is outstanding at such date, including
without limitation the aggregate principal amount of all the Obligations under
this Credit Agreement as of such date determined on a consolidated basis in
accordance with GAAP, without regard to Recourse.

      


                          Construction-In-Process.  Any
Real Estate for which any Borrower, any Guarantor, any of the Borrowers'
Subsidiaries or any Partially-Owned Entity is actively pursuing construction,
renovation, or expansion of Buildings, all pursuant to such Person's ordinary
course of business.


      
        
           


        

        
          6

           


        

        
           


        

      


                          Conversion
Request.  A notice given by the Borrower Representative to the
Administrative Agent of its election to convert or continue a Loan in accordance
with §2.5 or §3.4, as applicable.

      


                          Cornerstone
Acquisition.  As defined in the Consent and Amendment No.
2.

      


                          Credit
Agreement.  This Third Amended And Restated Revolving Credit
and Term Loan Agreement, including the Schedules and Exhibits hereto, as
the same may be from time to time amended and in effect.

      


                          Credit
Rating.  The long-term unsecured, non-credit enhanced debt
ratings assigned by not less than two of the Rating Agencies (at least one of
which shall be S&P or Moody's) to SALP.

      


                          default.  When
used with reference to this Credit Agreement or any other Loan Document, any of
the events or conditions specified in §13.1, whether or not any requirement for
the giving of notice, the lapse of time or both, has been
satisfied.

      


                          Default.  As
of the relevant time of determination, an event or occurrence
which:

      


                                    (i)     requires
notice and time to cure to become an Event of Default and as to which notice has
been given to the Borrowers by the Administrative Agent; or

      


                                    (ii)     has
occurred and will become an Event of Default (without notice) if such event
remains uncured after any grace period specified in §13.1 or, in the case of
matters referred to in §13.1(k), in the other applicable Loan
Document(s).

      


                          Designated
Subsidiaries.  Collectively, each of the following Subsidiaries
of the Borrowers, which are not Subsidiary Guarantors hereunder:

      


                          (a)     Locke
Leasing, LLC (Subsidiary of Sovran Acquisition Limited
Partnership);

      


                          (b)     Iskalo
Land Holdings, LLC, a New York limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (c)     Sovran
Jones Road, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (d)     Sovran
Congress, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (e)     Sovran
Cameron, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (f)     Sovran
Huebner, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);


      
        
           


        

        
          7

           


        

        
           


        

      


      


                          (g)     Sovran
Little Road, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (h)     Sovran
Granbury, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (i)     Sovran
Grapevine, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (j)     Sovran
Washington, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (k)     Sovran
Meramac, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (l)     Sovran
Shackelford, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (m)     Sovran
Seminole, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership);

      


                          (n)     Sovran
DeGaulle, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership); and

      


                          (o)     Sovran
Manchester, LLC, a Delaware limited liability company (Subsidiary of Sovran
Acquisition Limited Partnership), 

      
 

      and
any other Subsidiaries of the Borrowers, which are not Subsidiary Guarantors
hereunder.

      


                          Disqualifying Building
Event.  Any structural or repair and maintenance matter (other
than a Release) as to any Building or any Real Estate that in the Administrative
Agent's reasonable opinion will require the expenditure of $250,000 or more to
remedy or complete such matter and the remediation or completion of which is
required by prudent real estate ownership or operation.

      


                          Disqualifying Environmental
Event.  Any Release or threatened Release of Hazardous
Substances, any violation of Environmental Laws or any other similar
environmental event with respect to a Real Estate that causes (y) the occupancy
or rent of such Real Estate to be adversely affected, as compared to what
otherwise would have been the occupancy or rent of such Real Estate in the
absence of such environmental event or (z) such Real Estate to no longer be
financeable on a secured, long-term debt basis under the then generally accepted
underwriting standards of national institutional lenders.


      
        
           


        

        
          8

           


        

        
           


        

      


                          Disqualifying Legal
Event.  Any violation or non-compliance with any applicable
law, statute, rule or regulation (other than an Environmental Law) with respect
to any Real Estate, which requires cure or compliance for prudent real estate
ownership or operation.

      


                          Distribution.  With
respect to:

      


                                    (i)     SALP,
any distribution of cash or other cash equivalent, directly or indirectly, to
the partners or other equity interest holders of SALP; or any other distribution
on or in respect of any partnership interests of SALP; and

      


                                    (ii)     Sovran,
the declaration or payment of any dividend or any other distribution on or in
respect of any shares of any class of capital stock of Sovran, other than
dividends payable solely in shares of common stock by Sovran.

      


                          Documentation
Agent.  HSBC Bank USA, National Association, acting as
documentation agent for the Lenders, or any successor agent, as permitted by
§15.

      


                          Dollars or $.  Dollars
in lawful currency of the United States of America.

      


                          Drawdown
Date.  The date on which any Loan is made or is to be made, and
the date on which any Loan is converted or continued in accordance with §2.5 or
§3.4.

      


                          Eligible
Assignee.  Means (a) a Lender, (b) an Affiliate of a
Lender, (c) an Approved Fund, and (d) any other Person (other than a
natural person) approved by (i) the Administrative Agent and
(ii) unless a Default or Event of Default shall exist, the Borrowers (each
such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrowers or any of the Borrowers' Affiliates or Subsidiaries.

      


                          Employee Benefit
Plan.  Any employee benefit plan within the meaning of §3(3) of
ERISA maintained or contributed to by any Borrower or any ERISA Affiliate, other
than a Multiemployer Plan.

      


                          Environmental
Laws.  See §7.18(a).

      


                          ERISA.  The
Employee Retirement Income Security Act of 1974, as amended and in effect from
time to time.

      


                          ERISA
Affiliate.  Any Person which is treated as a single employer
with any Borrower under §414 of the Code.

      


                          ERISA Reportable
Event.  A reportable event with respect to a Guaranteed Pension
Plan within the meaning of §4043 of ERISA and the regulations promulgated
thereunder as to which the requirement of notice has not been
waived.


      
        
           


        

        
          9

           


        

        
           


        

      


                          Eurocurrency Reserve
Rate.  For any day with respect to a LIBOR Rate Loan, the
weighted average of the rates (expressed as a decimal) at which all of the
Lenders subject thereto would be required to maintain reserves under Regulation
D of the Board of Governors of the Federal Reserve System (or any successor or
similar regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding.  The Eurocurrency Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurocurrency
Reserve Rate.

      


                          Event of
Default.  See §13.1.

      


                          Existing Credit
Agreement.  As defined in the Recitals hereto.

      


                          Facility
Fee.  The facility fee payable by the Borrowers jointly and
severally to the Administrative Agent for the account of the Lenders in
accordance with their respective Revolving Credit Commitment Percentages, which
facility fee shall be equal to the aggregate Revolving Credit Commitments
multiplied by the respective percentages per annum corresponding to SALP's
Credit Rating in accordance with the following table:

      


      
        	
                Range
      of SALP's Credit Rating 

                (S&P/Moody's
      Ratings)

                 

              	
                Facility
      Fee

                (%
      per annum)

                 

              
	
                A-/A3
      or higher

              	
                0.15

              
	
                BBB+/Baa1

              	
                0.20

              
	
                BBB/Baa2

              	
                0.20

              
	
                BBB-/Baa3

              	
                0.25

              
	
                Below
      BBB-/Baa3 or unrated

              	
                0.25

              


      

      


       

      The
Facility Fee shall be payable quarterly, in arrears, on the first Business Day
of each January, April, July and October, calculated for the immediately
preceding calendar quarter (or portion thereof) commencing on the first such day
after the Restatement Date.  Any change in SALP's Credit Rating
causing it to move to a different range on the table shall to the extent set
forth below effect an immediate change in the applicable percentage per
annum.  SALP shall notify the Administrative Agent in writing promptly
after becoming aware of any change in any of its debt ratings.  SALP
shall maintain Credit Ratings from at least two (2) Rating Agencies, one of
which must be Moody's or S&P so long as such Persons are in the business of
providing debt ratings for the REIT industry; provided that if SALP fails to
maintain at least two Credit Ratings, the Facility Fee shall be based upon an
S&P rating of less than BBB- in the table above.  In the event
that SALP receives two (2) Credit Ratings that are not equivalent, the
Applicable Margin shall be determined by the higher of such two (2) Credit
Ratings.  In the event SALP receives more than two (2) Credit Ratings
and such Credit Ratings are not equivalent, the Facility Fee shall be determined
by the higher of the two highest ratings; provided that one of such ratings
shall be from S&P or Moody's, so long as such Persons are in the business of
providing debt ratings for the REIT industry.

       


      
        
           


        

        
          10

           


        

        
           


        

      


                          Notwithstanding
the foregoing, in the event that any Lender fails to fund its Revolving Credit
Commitment Percentage of any Revolving Credit Loan requested by the Borrowers
which such Lender is obligated to fund under the terms of this Agreement, (A)
such Lender shall not be entitled to any portion of the Facility Fee with
respect to its Revolving Credit Commitment until such failure has been cured,
and (B) until such time, the Facility Fee shall accrue in favor of the Lenders
which have funded their respective Revolving Credit Commitment Percentage of
such requested Revolving Credit Loans, and shall be allocated among such
performing Lenders ratably based upon their relative Revolving Credit
Commitments.

       

                          Fee
Letter.  See §4.1.

       

                          Fitch.  Fitch
IBCA Inc., or any successor thereto.

       

                          Foreign
Lender.  Any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrowers are a resident for tax
purposes.  For purposes of this definition, the United States of
America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction

       

                          Fund.  Any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

       

                          Funds from
Operations.  With respect to any fiscal period of the
Borrowers, an amount, without double-counting, equal to the consolidated net
income of the Borrowers and their respective Subsidiaries, as determined in
accordance with GAAP, before deduction of real estate related depreciation and
amortization, and excluding gains (or losses) from the sale of real property or
interests therein (provided such deduction shall not include extraordinary items
that include liquidated damages, compensatory damages or other obligations
arising out of a Borrower's default under an agreement to purchase or lease Real
Estate), debt restructurings or other extraordinary items, and after adjustments
for unconsolidated partnerships, joint ventures or other entities (such
adjustments to be calculated to reflect Funds from Operations on the same basis,
to the extent that such Funds from Operations attributable to unconsolidated
partnerships, joint ventures and other entities are not subject to the claims of
any other Person).

       

                          GAAP.  Generally
accepted accounting principles, consistently applied.

       

                          Gross Asset
Value.  The sum of:  (a) unrestricted Cash and Cash
Equivalents, up to a maximum of $10,000,000; (b) for Real Estate owned in fee
simple or subject to a Ground Lease for one fiscal quarter or more, Consolidated
Capitalized Value of all such Real Estate; (c) for Real Estate owned in fee
simple or leased under a Ground Lease for less than one fiscal quarter, 100% of
the acquisition cost of such Real Estate; (d) 100% of the book value of any
Construction-In-Process; and (e) 100% of the book value of all other non-Real
Estate assets, exclusive of any goodwill and other intangible assets,
related-party receivables, Other Assets (as appearing in SALP's financial
statements), and prepaid expenses.  Notwithstanding the foregoing,
Real Estate subject to a Ground Lease shall not exceed 10% of Gross Asset
Value.

       

                          Ground
Lease.  A ground lease containing the following terms and
conditions: (a) a remaining term (exclusive of any unexercised extension
options) of 40 years or more from the

       

      Restatement
Date; (b) the right of the lessee to mortgage and encumber its interest in
the leased property without the consent of the lessor; (c) the obligation
of the lessor to give the holder of any mortgage Lien on such leased property
written notice of any defaults on the part of the lessee and agreement of such
lessor that such lease will not be terminated until such holder has had a
reasonable opportunity to cure or complete foreclosures, and fails to do so;
(d) reasonable transferability of the lessee's interest under such lease,
including ability to sublease; and (e) such other rights customarily
required by mortgagees making a loan secured by the interest of the holder of
the leasehold estate demised pursuant to a ground lease.

       

                          Guaranteed Pension
Plan.  Any employee pension benefit plan within the meaning of
§3(2) of ERISA maintained or contributed to by any Borrower or any Guarantor, as
the case may be, or any ERISA Affiliate of any of them the benefits of which are
guaranteed on termination in full or in part by the PBGC pursuant to Title IV of
ERISA, other than a Multiemployer Plan.

       

                          Guaranties.  Collectively,
the Holdings Guaranty and any other guaranty of the Obligations made by an
Affiliate of a Borrower in favor of the Administrative Agent and the
Lenders.

       

                          Guarantors.  Collectively,
Holdings and any other Affiliate of a Borrower executing a Guaranty, provided, however,
when the context so requires, Guarantor shall refer to Holdings or such
Affiliate, as appropriate.  Any Guarantor that is the owner of an
Unencumbered Property shall be a wholly-owned Subsidiary, provided that, from
and after the release of the Guaranty of any Subsidiary Guarantor pursuant to §6
below, such Subsidiary Guarantor shall no longer be considered a "Guarantor" for
purposes of this Credit Agreement.

       

                          Hazardous
Substances.  See §7.18(b).

       

                          Hedge
Agreement.  An interest rate swap, cap or collar agreement or
any arrangement similar to any of the foregoing between any Borrower and any
Lender relating to indebtedness under this Credit Agreement, each as providing
for the transfer or mitigation of interest rate risk either generally or under
specific contingencies.

       

                          Holdings.  As
defined in the preamble hereto.

       

                          Holdings
Guaranty.  The Guaranty dated as of the date hereof made by
Holdings in favor of the Administrative Agent and the Lenders pursuant to which
Holdings guarantees to the Administrative Agent and the Lenders the
unconditional payment and performance of the Obligations.

       

                          Indebtedness.  With
respect to any Person, all obligations, contingent and otherwise, that in
accordance with GAAP should be classified upon such Person's balance sheet as
liabilities, including, without limitation:  (a) all obligations for
borrowed money and similar monetary obligations, whether direct or indirect; (b)
all liabilities secured by any mortgage, pledge, negative pledge, security
interest, lien, charge, or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; (c) all obligations (i) under any Capitalized Lease or (ii)
under any Synthetic Lease or (iii) in respect of "off-balance sheet
arrangements" (as defined in Item 303(a)(4)(ii) of Regulation
S-K promulgated under the Securities Act of 1933, as amended from time to time,
together with all rules and regulations issued thereunder); (d) all obligations
to purchase, redeem, retire, or otherwise acquire for value any shares of
capital stock of any class issued by such Person or any rights to acquire such
shares; (e) all obligations under any Hedge Agreement, forward contract,
futures contract, swap, option or other financing arrangement, the value of
which is dependent upon interest rates, currency exchange rates, commodities,
any Borrower's or Guarantor's present or future beneficial interest, shares or
security trading value, or other indices; (f) the amount of payments received by
such person in any forward equity transaction by which such payments are
received by such Person in consideration for the sale of stock or partnership
units in such Person when the delivery and/or the determination of the amount of
the stock or units so sold occurs later than one (1) month after such Person
receives such payment, but only to the extent that the obligation to deliver
such stock or units is not payable solely in the stock or units of such Person;
(g) all guarantees for borrowed money, endorsements and other contingent
obligations, whether direct or indirect, in respect of indebtedness or
obligations of others, including any obligation to supply funds (including
partnership obligations and capital requirements) to or in any manner to invest
in, directly or indirectly, the debtor, to purchase indebtedness, or to assure
the owner of indebtedness against loss, through an agreement to purchase goods,
supplies, or services for the purpose of enabling the debtor to make payment of
the indebtedness held by such owner or otherwise, and the reimbursement
obligations in respect of any letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person; (h) all obligations evidenced
by bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(i) all obligations issued or assumed as the deferred purchase price of property
or services (including securities repurchase agreements but excluding trade
accounts payable or accrued liabilities arising in the ordinary course of
business which are not overdue or which are being contested in good faith); (j)
all sales of (i) accounts or general intangibles for money due or to become due,
(ii) chattel paper, instruments or documents creating or evidencing a right
to payment of money or (iii) other receivables (collectively
"receivables"), whether pursuant to a purchase facility or otherwise, other than
in connection with the disposition of the business operations relating thereto
or a disposition of defaulted receivables for collection and not as a financing
arrangement, and together with any obligation to pay any discount, interest,
fees, indemnities, penalties, recourse, expenses or other amounts in connection
therewith; and (k) all obligations in respect of Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent that such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the
extent that the terms of such Indebtedness provide that such Person is not
liable therefor and such terms are enforceable under applicable
law.  The calculation of Indebtedness of any Person shall be adjusted
as set forth in §10.13.

       

                          Indebtedness
Lien.  See §9.4(b).

       

                          Indemnified Lender's(s)
Group.  See §17.

       

                          Intercreditor
Agreement.  The amended and restated intercreditor agreement
dated as of April 26, 2006 among the Administrative Agent on behalf of the
Lenders and the Noteholders (as defined therein).

       


      
        
           


        

        
          11

           


        

        
           


        

      


                          Interest Payment
Date.  (i) As to any Base Rate Loan, the last day of the
calendar month which includes the Drawdown Date thereof; and (ii) as to any
LIBOR Rate Loan in respect of which the Interest Period is (A) 3 months or less,
the last day of such Interest Period and (B) more than 3 months, the date that
is 3 months from the first day of such Interest Period, each date that is 3
months thereafter, and, in addition, the last day of such Interest
Period.

       

                          Interest
Period.  With respect to each Loan, (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the following periods (as selected by the Borrowers in a Completed Revolving
Credit Loan Request or as otherwise in accordance with the terms of this Credit
Agreement):  (i) for any Base Rate Loan, the last day of the calendar
month, and (ii) for any LIBOR Rate Loan, 1, 2, 3, or 6 months (provided that the
Interest Period for LIBOR Rate Loans may be shorter than 1 month in order to
consolidate 2 or more LIBOR Rate Loans); and (b) thereafter, each period
commencing at the end of the last day of the immediately preceding Interest
Period applicable to such Loan and ending on the last day of the applicable
period set forth in (a) above as selected by the Borrowers in a Conversion
Request or as otherwise in accordance with this Credit Agreement; provided that all of
the foregoing provisions relating to Interest Periods are subject to the
following:

       

                                              (A)     if
any Interest Period with respect to a Base Rate Loan would end on a day that is
not a Business Day, that Interest Period shall end on the next succeeding
Business Day;

       

                                              (B)     if
any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a
day that is not a Business Day, that Interest Period shall be extended to the
next succeeding Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding Business
Day;

       

                                              (C)     if
the Borrowers shall fail to give notice of conversion or continuation as
provided in §2.5 or §3.4, the Borrowers shall be deemed to have requested a
conversion of the affected LIBOR Rate Loan into a Base Rate Loan on the last day
of the then current Interest Period with respect thereto;

       

                                              (D)     any
Interest Period relating to any LIBOR Rate Loan that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall, subject to subparagraph (E) below, end on the last Business Day of a
calendar month; and

       

                                              (E)     any
Interest Period that would otherwise extend beyond the applicable Maturity Date
shall end on such Maturity Date.

       

                          Investments.  All
expenditures made and all liabilities incurred (contingently or otherwise, but
without double-counting):  (i) for the acquisition of stock,
partnership or other equity interests or Indebtedness of, or for loans,
advances, capital contributions or transfers of property to, any Person; and
(ii) for the acquisition of any other obligations of any Person.  In
determining the aggregate amount of Investments outstanding at any particular
time:  (a) there shall be included as an Investment all interest
accrued with respect to Indebtedness constituting an
Investment unless and until such interest is paid; (b) there shall be deducted
in respect of each such Investment any amount received as a return of capital
(but only by repurchase, redemption, retirement, repayment, liquidating dividend
or liquidating distribution); (c) there shall not be deducted in respect of any
Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (a) may be deducted when paid; and (d) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

       

                          Joint Venture Ownership
Interest Value.  As of any date of determination, an amount
equal to the pro rata share of Revised Consolidated Adjusted EBITDA attributable
to the Borrowers from Partially-Owned Entities for the most recent two (2)
completed fiscal quarters multiplied by two (2), with the product being divided
by the Capitalization Rate.

       

                          L/C
Obligations.  As at any date of determination, the Maximum
Drawing Amount plus the aggregate of all Unpaid Reimbursement
Obligations.  For all purposes of this Credit Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any amount
may still be drawn thereunder by reason of the operation of Rule 3.14 of the
ISP, such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

       

                          Lead
Arranger.  M&T Bank acting as sole lead arranger and
bookrunner for this Credit Agreement.

       

                          Leases.  Leases,
licenses and agreements, whether written or oral, relating to the use or
occupation of space in or on the Buildings or on the Real Estate by persons
other than the Borrower, its Subsidiaries or any Partially-Owned
Entity.

       

                          Lenders.  Collectively,
M&T Bank, the other lending institutions listed on Schedule 1.2 hereto
and any other lenders which may provide additional commitments and become
parties to this Credit Agreement, and any other Person who becomes an assignee
of any rights of a Lender pursuant to §19 or a Person who acquires all or
substantially all of the stock or assets of a Lender.

       

                          Letter of
Credit.  See §5.1.

       

                          Letter of Credit
Application.  See §5.1.

       

                          Letter of Credit
Fee.  See §5.10.

       

                          Letter of Credit
Participation.  See §5.4.

       

                          Leverage
Ratio.  As at the end of any fiscal quarter or other date of
measurement, the ratio, of Consolidated Total Liabilities to Gross Asset Value,
expressed in percentage terms by using Gross Asset Value as the denominator and
Consolidated Total Liabilities as the numerator.

       

                          LIBOR Breakage
Costs.  With respect to any LIBOR Rate Loan to be prepaid or
not drawn after elected or converted prior to the last day of the applicable
Interest Period, a

       

      prepayment
"breakage" fee in an amount determined by the Administrative Agent in the
following manner:

       

                                              (i)     First,
the Administrative Agent shall determine the amount by which (a) the total
amount of interest which would have otherwise accrued hereunder on each
installment of principal prepaid or not so drawn, during the period beginning on
the date of such prepayment or failure to draw and ending on the last day of the
applicable LIBOR Rate Loan Interest Period (the "Reemployment Period"), exceeds
(b) the total amount of interest which would accrue, during the Reemployment
Period, on any readily marketable bond or other obligation of the United States
of America designated by the Administrative Agent in its sole discretion at or
about the time of such payment, such bond or other obligation of the United
States of America to be in an amount equal (as nearly as may be) to the amount
of principal so paid or not drawn after elected and to have maturity at the end
of the Reemployment Period, and the interest to accrue thereon to take account
of amortization of any discount from par or accretion of premium above par at
which the same is selling at the time of designation.  Each such
amount is hereinafter referred to as an "Installment Amount".

       

                                              (ii)     Second,
each Installment Amount shall be treated as payable on the last day of the LIBOR
Rate Loan Interest Period which would have been applicable had such principal
installment not been prepaid or not borrowed.

       

                                              (iii)     Third,
the amount to be paid on each such breakage date shall be the present value of
the Installment Amount determined by discounting the amount thereof from the
date on which such Installment Amount is to be treated as payable, at the same
yield to maturity as that payable upon the bond or other obligation of the
United States of America designated as aforesaid by the Administrative
Agent.

       

                                                           If
by reason of an Event of Default the Administrative Agent elects to declare a
LIBOR Rate Loan to be immediately due and payable, then any breakage fee with
respect to such LIBOR Rate Loan shall become due and payable in the same manner
as though the Borrowers had exercised such right of prepayment.

       

                          LIBOR Business
Day.  Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Administrative Agent
in its sole discretion acting in good faith.

       

                          LIBOR
Rate.  For any Interest Period with respect to a LIBOR Rate
Loan, the rate of interest equal to (i) the rate determined by the
Administrative Agent at which Dollar deposits for such Interest Period are
offered based on information presented on Reuters Screen LIBOR01 Page (or any
successor thereto) that displays an average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, as of 11:00
a.m. London time on the second LIBOR Business Day prior to the first day of such
Interest Period divided by
(ii) a number equal to 1.00 minus the
Eurocurrency Reserve Rate.  If the rate described above does not
appear on the Telerate screen on any applicable interest determination date, the
LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one
hundred-thousandth of a percentage point), determined
on the basis of the offered rates for deposits in Dollars for a period of time
comparable to such LIBOR Rate Loan which are offered by four major banks in the
London interbank market at approximately 11:00 a.m. London time, on the second
LIBOR Business Day prior to the first day of such Interest Period as selected by
the Administrative Agent.  The principal London office of each of the
four major London banks will be requested to provide a quotation of its Dollar
deposit offered rate.  If at least two such quotations are provided,
the rate for that date will be the arithmetic mean of the
quotations.  If fewer than two quotations are provided as requested,
the rate for that date will be determined on the basis of the rates quoted for
loans in Dollars to leading European banks for a period of time comparable to
such Interest Period offered by major banks in New York City at approximately
11:00 a.m. New York City time, on the second LIBOR Business Day prior to the
first day of such Interest Period.  In the event that the
Administrative Agent is unable to obtain any such quotation as provided above,
it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot
be determined.

       

                          In
the event that the Board of Governors of the Federal Reserve System shall impose
a reserve requirement with respect to LIBOR deposits of the Lenders, then for
any period during which such reserve requirement shall apply, the LIBOR Rate
shall be equal to the amount determined above divided by an amount
equal to one (1.00) minus the Eurocurrency Reserve Rate.

       

                          LIBOR Rate
Loan(s).  Those Loans bearing interest calculated by reference
to the LIBOR Rate.

       

                          Lien.  See
§9.2.

       

                          Loan
Documents.  Collectively, this Credit Agreement, the Notes, the
Letter of Credit Applications, the Letters of Credit, the Guaranties, the
Intercreditor Agreement, the Fee Letter and any and all other agreements,
instruments or documents now or hereafter evidencing or otherwise relating to
the Loans and executed or delivered by or on behalf of any Borrower or its
Subsidiaries or any Guarantor or its Subsidiaries in connection with the Loans,
or referred to herein or therein and delivered to the Administrative Agent or
the Lenders by or on behalf of any Borrower, any Guarantor or any of their
respective Subsidiaries, and all schedules, exhibits and annexes hereto or
thereto, as the same may from time to time be amended and in effect, and any
other document identified thereon as a "Loan Document" under this Credit
Agreement.

       

                          Loans.  The
Revolving Credit Loans and the Term Loan.

       

                          M&T
Bank.  As defined in the preamble hereto.

       

                          Material Adverse
Effect.  A materially adverse effect on (a) the business,
operations, affairs, financial condition, assets or properties of the Borrowers
and their Subsidiaries taken as a whole, (b) the ability of the Borrowers
to perform their respective obligations under this Agreement and any of the Loan
Documents, (c) the ability of any Guarantor to perform its obligations
under the Guaranty to which it is a party, or (d) the validity or enforceability
of this Agreement, the Guaranties or any of the other Loan
Documents.

       

                          Maturity
Date.  The Revolving Credit Loan Maturity Date or the Term
Maturity Date, as applicable.

       


      
        
           


        

        
          12

           


        

        
           


        

      


                          Maximum Drawing
Amount.  The maximum aggregate amount that the beneficiaries
may at any time draw under outstanding Letters of Credit, as such aggregate
amount may be reduced from time to time pursuant to the terms of the Letters of
Credit.

       

                          Moody's.  Moody's
Investors Service, Inc., and its successors.

       

                          Multiemployer
Plan.  Any multiemployer plan within the meaning of §3(37) of
ERISA maintained or contributed to by any Borrower or any Guarantor as the case
may be or any ERISA Affiliate.

       

                          Net Cash
Proceeds.  The net cash proceeds received by any Person in
respect of any asset sale, equity issuance or debt issuance less (i) all
reasonable out-of-pocket fees, commissions and other expenses incurred in
connection with such sale or issuance, including the amount (estimated in good
faith by such Person) of income, franchise, sales and other applicable taxes
required to be paid by such Person in connection with such sale or issuance,
(ii) repayment of Indebtedness that is required to be repaid in connection with
such asset sale to the extent permitted under this Credit Agreement; (iii)
required amounts to be provided by the Borrowers or any Subsidiary, as the case
may be, as a reserve, in accordance with generally accepted accounting
principles, against any liabilities associated with such asset sale including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with any such asset sale and consented to
by the Lenders or otherwise permitted hereunder.

       

                          Note Purchase
Agreement.  Collectively, that certain Note Purchase Agreement
dated as of September 4, 2003, and that certain Note Purchase Agreement dated as
of April 26, 2006, in each case, by and among the Borrowers and the note
purchasers thereunder or any successors thereto, as such agreements may be
amended, renewed, restated, replaced, refunded, or refinanced from time to time
and any successor note purchase agreements.

       

                          Notes.  Collectively
or individually, as applicable, the Revolving Credit Notes and Term
Notes.

       

                          Obligations.  All
indebtedness, obligations and liabilities of the Borrowers and their
Subsidiaries to any of the Lenders and the Administrative Agent, individually or
collectively, under this Credit Agreement or any of the other Loan Documents or
in respect of any of the Loans made or the Reimbursement Obligations incurred,
or any of the Notes, Letter of Credit Applications, Letters of Credit, or other
instruments at any time evidencing any thereof, whether existing on the date of
this Credit Agreement or arising or incurred hereafter, direct or indirect,
joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise.

       

                          Operating
Subsidiaries.  Any Subsidiaries of a Borrower that, at any time
of reference, provide management, construction, design or other services
(excluding any such Subsidiary which may provide any such services which are
only incidental to that Subsidiary's ownership of one or more Real
Estate).

       

                          Partially-Owned
Entity(ies).  Any of the partnerships, joint ventures and other
entities owning real estate assets in which SALP and/or Sovran collectively,
directly or indirectly

       

      through
its full or partial ownership of another entity, does not own a majority of the
equity interests, whether or not such entity is required in accordance with GAAP
to be consolidated with Sovran for financial reporting purposes.

       

                          PBGC.  The
Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor
entity or entities having similar responsibilities.

       

                          Permits.  All
governmental permits, licenses, and approvals necessary or useful for the lawful
operation and maintenance of the Real Estate.

       

                          Permitted
Liens.  Liens, security interests and other encumbrances
permitted by §9.2.

       

                          Person.  Any
individual, corporation, partnership, trust, unincorporated association,
business, or other legal entity, and any government (or any governmental agency
or political subdivision thereof).

       

                          Preferred
Dividends.  Any dividend, distribution, redemption, or payment
upon liquidation paid to one class of stockholders of the capital stock of any
Person in priority to that to be paid to any other class of stockholders of the
capital stock of such Person, including any such dividends paid on preferred
operating partnership units.

       

                          RCRA.  See
§7.18.

       

                          Rating
Agency.  Moody's, S&P, Fitch or another
nationally-recognized rating agency reasonably satisfactory to the
Administrative Agent.

       

                          Real
Estate.  The fixed and tangible properties consisting of land,
buildings and/or other improvements owned in fee simple or leased under a ground
lease by any Borrower, by any Guarantor or by any other entity in which a
Borrower is the holder of an equity interest at the relevant time of reference
thereto, including, without limitation, (i) the Unencumbered Properties at such
time of reference, and (ii) the real estate assets owned by each of the
Partially-Owned Entities at such time of reference.

       

                          Record.  The
grid attached to any Note, or the continuation of such grid, or any other
similar record, including computer records, maintained by any Lender with
respect to any Loan.

       

                          Recourse.  With
reference to any obligation or liability, any liability or obligation that is
not Without Recourse to the obligor thereunder, directly or
indirectly.  For purposes hereof, a Person shall not be deemed to be
"indirectly" liable for the liabilities or obligations of an obligor solely by
reason of the fact that such Person has an ownership interest in such obligor,
provided that
such Person is not otherwise legally liable, directly or indirectly, for such
obligor's liabilities or obligations (e.g., by reason of a guaranty or
contribution obligation, by operation of law or by reason of such Person's being
a general partner of such obligor).

       

                          Reimbursement
Obligation.  The Borrowers' joint and several obligation to
reimburse the Administrative Agent and the Lenders on account of any drawing
under any Letter of Credit as provided in §5.6.

       


      
        
           


        

        
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                          REIT.  A
"real estate investment trust", as such term is defined in Section 856 of the
Code.

       

                          Release.  See
§7.18(c)(iii).

       

                          Required
Lenders.  As of any date, one or more Lenders holding at least
sixty-six and two-thirds percent (66 2/3%) of the sum of (a) the outstanding
principal amount of the Term Loan plus (b) the amount of the Total Revolving
Credit Commitments (or if the Revolving Credit Commitments have been terminated,
then the outstanding principal of the Revolving Credit Loans plus aggregate
participations in the Maximum Drawing Amount and all Unpaid Reimbursement
Obligations) provided that if no
principal amount of any Loan is outstanding, "Required Lenders" shall mean one
or more Lenders whose aggregate Revolving Credit Commitments constitutes at
least sixty-six and two-thirds percent (66 2/3%) of the Total Revolving Credit
Commitment.

       

                          Restatement
Date.  The date on which all of the conditions set forth in §11
have been satisfied or waived in accordance with the terms of this Credit
Agreement.

       

                          Revised Consolidated
Adjusted EBITDA.  For any period, Consolidated Adjusted EBITDA
for such period; plus actual general
and administrative expenses of the Borrowers and their Subsidiaries for such
period to the extent included in Consolidated Adjusted EBITDA, minus an implied,
management fee in an amount equal to five percent (5%) of consolidated total
revenues from Real Estate.

       

                          Revolving Credit
Commitment.  With respect to each Lender, the amount set forth
on Schedule 1
attached hereto as the amount of such Lender's commitment to make a portion of
the Revolving Credit Loans to the Borrowers and to participate in the issuance,
extension and renewal of Letters of Credit, as the same may be increased or
reduced from time to time pursuant to the terms hereof; or if such commitment is
terminated pursuant to the provisions hereof, zero.

       

                          Revolving Credit Commitment
Percentage.  With respect to each Lender, the percentage set
forth on Schedule
1.2 hereto as such Lender's percentage of the Total Revolving Credit
Commitment and any changes thereto from time to time.

       

                          Revolving Credit Loan
Maturity Date.  June 24, 2011.

       

                          Revolving Credit
Loan(s).  Each and every revolving credit loan made or to be
made by the Lenders to the Borrowers pursuant to §2.

       

                          Revolving Credit Note
Record.  A Record with respect to the Revolving Credit
Notes.

       

                          Revolving Credit
Notes.  Collectively, the separate promissory notes of the
Borrowers in favor of each Lender in substantially the form of Exhibit A-1 hereto,
in the aggregate principal amount of the Total Revolving Credit Commitment,
dated as of the date hereof or as of such later date as any Person becomes a
Lender under this Credit Agreement, and completed with appropriate insertions,
as each of such notes may be amended and/or restated from time to
time.

       


      
        
           


        

        
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                          S&P.  Standard
& Poor's Ratings Group, a division of McGraw-Hill, Inc., and its
successors.

       

                          SALP.  As
defined in the preamble hereto.

       

                          SARA.  See
§7.18.

       

                          SEC.  The
United States Security and Exchange Commission.

       

                          SEC
Filings.  Collectively, (a) Sovran's Annual Report on Form 10-K
for the year ended December 31, 2007, filed with the SEC pursuant to the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and (b)
Sovran's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
filed with the SEC pursuant to the Exchange Act.

       

                          Sell or
Sale.  See §9.4(b).

       

                          Sovran.  As
defined in the preamble hereto.

       

                          Sovran Treasury
Stock.   Sovran capital stock repurchased and held by
Sovran as treasury stock.

       

                          subsidiary.  Any
entity required to be consolidated with its direct or indirect parent in
accordance with GAAP.

       

                          Subsidiary.  Any
corporation, association, partnership, trust, or other business entity of which
the designated parent shall at any time own directly or indirectly through a
Subsidiary or Subsidiaries at least a majority (by number of votes or
controlling interests) of the outstanding voting interests or at least a
majority of the economic interests (including, in any case, the Operating
Subsidiaries and any entity required to be consolidated with its designated
parent in accordance with GAAP).

       

                          Subsidiary
Guarantor.  Any Guarantor other than Holdings.

       

                          Subsidiary
Guaranty.  The form of Guaranty to be entered into by any
Subsidiary Guarantor substantially in the form of Exhibit B
hereto.

       

                          Syndication
Agent.  SunTrust Bank, acting as syndication agent for the
Lenders, or any successor agent, as permitted by §15.

       

                          Synthetic
Lease.  Any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

       

                          Term
Commitment.  With respect to each Lender, the amount set forth
on Schedule 1
attached hereto as the amount of such Lender's commitment to make a portion of
the Term Loan to the Borrowers, as the same may be reduced from time to time
pursuant to the terms hereof; or if such commitment is terminated pursuant to
the provisions hereof, zero.

       


      
        
           


        

        
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                          Term Commitment
Percentage.  With respect to each Lender, the percentage set
forth on Schedule
1.2 hereto as such Lender's percentage of the Total Term Commitment and
any changes thereto from time to time.

       

                          Term
Loan.  The term loan made by the Lenders to the Borrowers on
the Restatement Date pursuant to §3.1.

       

                          Term Maturity
Date.  June 22, 2012, or such earlier date on which the Term
Loan shall become due and payable pursuant to the terms hereof.

       

                          Term Note
Record.  A Record with respect to a Term Note.

       

                          Term
Notes.  Collectively, the separate promissory notes of the
Borrowers in favor of each of the Lenders with respect to the Term Loan in
substantially the form of Exhibit A-2
hereto, in the aggregate principal amount of the Total Term Loan Commitment,
dated as of the date hereof or as of such later date as any Person becomes a
Lender under this Credit Agreement, and completed with appropriate insertions,
as each of such notes may be amended and/or restated from time to
time.

       

                          Total Revolving Credit
Commitment.  As of any date, the sum of the then-current
Revolving Credit Commitments of the Lenders to provide Revolving Credit
Loans.  The Total Revolving Credit Commitment in effect on the
Restatement Date is $100,000,000.

       

                          Total Term Loan
Commitment.  As of any date, the sum of the then-current Term
Loan Commitments of the Lenders to provide the Term Loan.  The Total
Term Loan Commitment in effect on the Restatement Date is
$250,000,000.

       

                          Tower
Lease.  A Lease with a communication carrier or a tower
development firm pursuant to which such carrier or firm will occupy a portion of
a self-storage property for the purpose of using and/or constructing a monopole
or tower or other structure thereon to which will be attached communications
equipment and antennae, provided that any
such Lease shall contain a relocation clause permitting relocation of the
demised premises on the Real Estate site where the demised premises are located
to allow re-use or re-development of such Real Estate site, and further provided that such
relocation clause shall not be required (i) in any Tower Lease in existence as
of the date hereof, or (ii) in any pre-existing Tower Lease on Real Estate
hereinafter acquired.

       

                          Type.  As
to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

       

                          Unanimous Lender
Approval.  The written consent of each Lender that is a party
to this Credit Agreement at the time of reference.

       

                          Unencumbered
Property.  Any Real Estate owned in fee simple or subject to a
Ground Lease located in the contiguous United States that on any date of
determination:  (a) is not subject to any Liens (including any such
Lien imposed by the organizational documents of the owner of such asset, but
excluding Permitted Liens), as certified by an officer of the Borrower
Representative on the Restatement Date or such later date on which such Real
Estate becomes an Unencumbered Property, (b) is not the subject of any matter
that could reasonably be expected
to have a Material Adverse Effect on the value of such Real Estate, (c) is not
the subject of a Disqualifying Environmental Event, a Disqualifying Building
Event or a Disqualifying Legal Event, in each case as certified by an officer of
the Borrower Representative on the Restatement Date or such later date on which
such Real Estate becomes an Unencumbered Property, (d) has been improved with a
Building or Buildings which (1) have been issued a certificate of occupancy
(where available) or is otherwise lawfully occupied for its intended use, (2)
are fully operational, and (3) subsequent to the date that is twenty-four (24)
months after the acquisition date of such Real Estate, have an average
rent-paying occupancy rate (by net rentable square feet) of at least 75% for the
two most recently ended consecutive fiscal quarters, (e) is wholly owned by a
Borrower or a Guarantor that is a wholly-owned Subsidiary and (f) has not been
designated by the Borrowers in writing to the Administrative Agent as Real
Estate that is not an Unencumbered Property because of a Disqualifying
Environmental Event, a Disqualifying Building Event or a Disqualifying Legal
Event or the Borrower's intention to subject such Unencumbered Property to an
Indebtedness Lien or to Sell such Unencumbered Property pursuant to §9.4(b)
hereof, which designation shall not be permitted during the continuance of a
Default (other than if such designation during a Default is made in conjunction
with such Real Estate's being the subject of a Sale or Indebtedness Lien under
§9.4(b)(ii) and in compliance therewith) or an Event of Default and shall be
accompanied by a compliance certificate in the form of Exhibit D-6 attached
hereto.

       

                          Unhedged Variable Rate
Debt.  All Indebtedness of the Borrowers and their respective
Subsidiaries for borrowed money or in respect of reimbursement obligations for
letters of credit, guaranty obligations or Capitalized Leases, whether direct or
contingent, including, to the extent applicable, the Obligations, which bears
interest at one or more variable rates and is not subject to a Hedge Agreement
or other interest rate hedging arrangement having a minimum term of one (1) year
and having other terms reasonably acceptable to the Administrative
Agent.

       

                          Uniform
Customs.  See §5.3.

       

                          Unimproved
Land.  Any Real Estate consisting of raw land which is not
improved by Buildings.

       

                          Unpaid Reimbursement
Obligations.  Any Reimbursement Obligation for which the
Borrowers have not reimbursed the Administrative Agent and the Lenders on the
date specified in, and in accordance with, §5.6.

       

                          Unsecured
Indebtedness.  All Indebtedness of any Person that is not
secured by a Lien on any asset of such Person.

       

                          wholly-owned
Subsidiary.  Any Subsidiary of which Sovran and/or SALP shall
at any time own directly or indirectly through a Subsidiary or Subsidiaries at
least a majority (by number of votes or controlling interests) of the
outstanding voting interests and one hundred percent (100%) of the economic
interests, of which at least ninety-nine percent (99%) of the economic interests
shall be owned by SALP.

       

                          Without Recourse or
without
recourse.  With reference to any obligation or liability, any
obligation or liability for which the obligor thereunder is not liable or
obligated other than as to
its interest in a designated Real Estate or other specifically identified asset
only (which asset is not interests in another Person), subject to such limited
exceptions to the non-recourse nature of such obligation or liability, such as
fraud, misappropriation, misapplication and environmental indemnities, as are
usual and customary in like transactions involving institutional lenders at the
time of the incurrence of such obligation or liability.

       

                          §1.2.          Rules of
Interpretation.

       

                                              (i)     A
reference to any document or agreement shall include such document or agreement
as amended, modified or supplemented from time to time in accordance with its
terms or the terms of this Credit Agreement.

       

                                              (ii)     The
singular includes the plural and the plural includes the singular.

       

                                              (iii)     A
reference to any law includes any amendment or modification to such
law.

       

                                              (iv)     A
reference to any Person includes its permitted successors and permitted
assigns.

       

                                              (v)     Accounting
terms not otherwise defined herein have the meanings assigned to them by GAAP
applied on a consistent basis by the accounting entity to which they
refer.

       

                                              (vi)     The
words "include", "includes" and "including" are not limiting.

       

                                              (vii)     All
terms not specifically defined herein or by GAAP, which terms are defined in the
Uniform Commercial Code as in effect in New York, have the meanings assigned to
them therein.

       

                                              (viii)     Reference
to a particular "§" refers to that section of this Credit Agreement unless
otherwise indicated.

       

                                              (ix)     The
words "herein", "hereof", "hereunder" and words of like import shall refer to
this Credit Agreement as a whole and not to any particular section or
subdivision of this Credit Agreement.

       

                                              (x)     Any
provision granting any right to any Borrower or Guarantor during the continuance
of (a) an Event of Default shall not modify, limit, waive or estopp the rights
of the Lenders during the continuance of such Event of Default, including the
rights of the Lenders to accelerate the Loans under §13.1 and the rights of the
Lenders under §§13.2 or 13.3, or (b) a Default, shall not extend the time for
curing same or modify any otherwise applicable notice regarding
same.

       


      
        
           


        

        
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                §2.     THE REVOLVING CREDIT
FACILITY.

       

                          §2.1.     Revolving Credit
Loans.

       

                          (a)     Commitment to Lend Revolving
Credit Loans.  Subject to the provisions of §2.4 and the other
terms and conditions set forth in this Credit Agreement, each of the Lenders
severally agrees to lend to the Borrowers and the Borrowers may borrow, repay,
and reborrow from each Lender from time to time during the Availability Period
upon notice by the Borrower Representative to the Administrative Agent given in
accordance with §2.4 hereof, such sums as are requested by the Borrower
Representative up to a maximum aggregate principal amount outstanding (after
giving effect to all amounts requested) at any one time equal to such Lender's
Revolving Credit Commitment minus such Lender's
Revolving Credit Commitment Percentage of the L/C Obligations; provided that the sum
of (x) the outstanding amount of the Revolving Credit Loans, (after giving
effect to all amounts requested) plus (y) all L/C Obligations, shall not at any
time exceed the Total Revolving Credit Commitment in effect at such
time.

       

                          (b)     The
Revolving Credit Loans shall be made pro rata in accordance with each Lender's
Revolving Credit Commitment Percentage.  Each request for a Revolving
Credit Loan made pursuant to §2.4 hereof, shall constitute a representation and
warranty by the Borrowers that the conditions set forth in §11 have been
satisfied as of the Restatement Date, and that the conditions set forth in §12
have been satisfied on the date of such request and will be satisfied on the
proposed Drawdown Date of the requested Revolving Credit Loan, provided that the
making of such representation and warranty by the Borrowers shall not limit the
right of any Lender not to lend if such conditions have not been
met.  No Revolving Credit Loan shall be required to be made by any
Lender unless all of the conditions contained in §11 have been satisfied as of
the Restatement Date, and all of the conditions set forth in §12 have been met
at the time of any request for a Revolving Credit Loan.

       

                          §2.2.     The Revolving Credit
Notes.  The Revolving Credit Loans shall be evidenced by the
Revolving Credit Notes.  A Revolving Credit Note shall be payable to
the order of each Lender in an aggregate principal amount equal to such Lender's
Revolving Credit Commitment.  The Borrowers irrevocably authorize each
Lender to make or cause to be made, at or about the time of the Drawdown Date of
any Revolving Credit Loan or at the time of receipt of any payment of principal
on such Lender's Revolving Credit Notes, an appropriate notation on such
Lender's Revolving Credit Note Record reflecting the making of such Revolving
Credit Loan or (as the case may be) the receipt of such payment.  The
outstanding amount of the Revolving Credit Loans set forth on such Lender's
Revolving Credit Note Record shall be prima facie evidence
of the principal amount thereof owing and unpaid to such Lender, but the failure
to record, or any error in so recording, any such amount on such Lender's
Revolving Credit Note Record shall not limit or otherwise affect the obligations
of the Borrowers hereunder or under any Revolving Credit Note to make payments
of principal of or interest on any Revolving Credit Note when
due.  Upon receipt of an affidavit of an officer of any Lender as to
the loss, theft, destruction or mutilation of any Revolving Credit Note or any
other security document which is not of public record, and, in the case of any
such loss, theft, destruction or mutilation, upon surrender and cancellation of
such Revolving Credit Note or other security document, the Borrowers will issue,
in lieu thereof, a replacement Revolving Credit Note or other security document
in the same principal amount thereof and otherwise of like tenor.

       


      
        
           


        

        
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                          §2.3.      Interest on Revolving Credit
Loans.

       

                          (a)     Interest on Base Rate
Loans.  Except as otherwise provided in §4.10, each Revolving
Credit Loan that is a Base Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto (unless earlier paid in accordance with
§2.8) at a rate equal to the Base Rate plus the Applicable Margin for Revolving
Credit Loans which are Base Rate Loans.

       

                          (b)     Interest on LIBOR Rate
Loans.  Except as otherwise provided in §4.10, each Revolving
Credit Loan that is a LIBOR Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto (unless earlier paid in accordance with
§2.8) at a rate equal to the LIBOR Rate determined for such Interest Period
plus the
Applicable Margin for Revolving Credit Loans which are LIBOR Rate
Loans.

       

                          (c)     Interest
Payments.  The Borrowers jointly and severally unconditionally
promise to pay interest on each Revolving Credit Loan in arrears on each
Interest Payment Date with respect thereto.

       

                          §2.4.     Requests for Revolving
Credit Loans.

       

                          The
following provisions shall apply to each request by the Borrowers for a
Revolving Credit Loan:

       

                                    (i)     The
Borrower Representative shall submit a Completed Revolving Credit Loan Request
to the Administrative Agent as provided in this §2.4.  Except as
otherwise provided herein, each Completed Revolving Credit Loan Request shall be
in a minimum amount of $2,000,000 or an integral multiple of $100,000 in excess
thereof.  Each Completed Revolving Credit Loan Request shall be
irrevocable and binding on the Borrowers and shall obligate the Borrowers to
accept the Revolving Credit Loans requested from the Lenders on the proposed
Drawdown Date, unless such Completed Revolving Credit Loan Request is withdrawn
(x) in the case of a request for a Revolving Credit Loan that is a LIBOR Rate
Loan, at least four (4) Business Days prior to the proposed Drawdown Date for
such Revolving Credit Loan, and (y) in the case of a request for a Revolving
Credit Loan that is a Base Rate Loan, at least two (2) Business Days prior to
the proposed Drawdown Date for such Revolving Credit Loan.

       

                                    (ii)     Each
Completed Revolving Credit Loan Request shall be delivered by the Borrower
Representative to the Administrative Agent by 10:00 a.m. (New York City time) on
any Business Day, and at least two (2) Business Days prior to the proposed
Drawdown Date of any Base Rate Loan, and at least four (4) Business Days prior
to the proposed Drawdown Date of any LIBOR Rate Loan.

       

                                    (iii)     Each
Completed Revolving Credit Loan Request shall include a completed writing in the
form of Exhibit
C hereto specifying:  (1) the principal amount of the Revolving
Credit Loan requested, (2) the proposed Drawdown Date of such Revolving Credit
Loan, (3) the Interest Period applicable to such Revolving Credit Loan, and (4)
the Type of such Revolving Credit Loan being requested.

       


      
        
           


        

        
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                                    (iv)     No
Lender shall be obligated to fund any Revolving Credit Loan unless:

       

                          (a)     a
Completed Revolving Credit Loan Request has been timely received by the
Administrative Agent as provided in subsection (i) above; and

       

                          (b)     both
before and after giving effect to the Revolving Credit Loan to be made pursuant
to the Completed Revolving Credit Loan Request, all of the conditions contained
in §11 shall have been satisfied as of the Restatement Date, and all of the
conditions set forth in §12 shall have been met, including, without limitation,
the condition under §12.1 that there be no Default or Event of Default under
this Credit Agreement; and

       

                          (c)     the
Administrative Agent shall have received a certificate in the form of Exhibit D-1 hereto
signed by the chief financial officer or treasurer of the Borrower
Representative setting forth computations evidencing compliance with the
covenants contained in §§10.1, 10.2, 10.3 and 10.11 on a pro forma basis after
giving effect to such requested Revolving Credit Loan, and, certifying that,
both before and after giving effect to such requested Revolving Credit Loan, no
Default or Event of Default exists or will exist under this Credit Agreement or
any other Loan Document, and that after taking into account such requested
Revolving Credit Loan, no default will exist as of the Drawdown Date or
thereafter.

       

                                    (v)     The
Administrative Agent will use good faith efforts to cause the Completed
Revolving Credit Loan Request to be delivered to each Lender in accordance with
§15.12 and in any event on the same day or the Business Day following the day a
Completed Revolving Credit Loan Request is received by the Administrative
Agent.

       

                          §2.5.     Conversion
Options.

       

                          (a)     The
Borrowers may elect from time to time by written notice in the form of Exhibit F to convert
any outstanding Revolving Credit Loan to a Revolving Credit Loan of another
Type, provided
that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate
Loan, the Borrower Representative shall give the Administrative Agent at least
four (4) Business Days prior written notice of such election; (ii) with respect
to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower
Representative shall give the Administrative Agent at least four (4) LIBOR
Business Days prior written notice of such election; (iii) with respect to any
such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion
shall only be made on the last day of the Interest Period with respect thereto
unless the Borrowers pay the related LIBOR Breakage Costs at the time of such
conversion and (iv) no Revolving Credit Loan may be converted into a LIBOR Rate
Loan when any Default or Event of Default has occurred and is
continuing.  All or any part of outstanding Revolving Credit Loans of
any Type may be converted into a Revolving Credit Loan of another Type as
provided herein, provided that any partial conversion shall be in an aggregate
principal amount of $2,000,000 or an integral multiple of $100,000 in excess
thereof.  Each Conversion Request relating to the conversion of a Base
Rate Loan to a LIBOR Rate Loan shall be irrevocable by the
Borrowers.

       


      
        
           


        

        
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                          (b)     Any
Revolving Credit Loan of any Type may be continued as such upon the expiration
of the Interest Period with respect thereto (i) in the case of Base Rate Loans,
automatically and (ii) in the case of LIBOR Rate Loans by compliance by the
Borrower Representative with the notice provisions contained in §2.5(a); provided that no
LIBOR Rate Loan may be continued as such when any Default or Event of Default
has occurred and is continuing but shall be automatically converted to a Base
Rate Loan on the last day of the first Interest Period relating thereto ending
during the continuance of any Default or Event of Default.  The
Administrative Agent shall notify the Lenders promptly when any such automatic
conversion contemplated by this §2.5(b) is scheduled to occur.

       

                          (c)     In
the event that the Borrower Representative does not notify the Administrative
Agent of its election hereunder with respect to the continuation of any
Revolving Credit Loan which is a LIBOR Rate Loan as such, the affected LIBOR
Rate Loan shall automatically be converted to a Base Rate Loan at the end of the
applicable Interest Period.

       

                          (d)     The
Borrowers may not request or elect a LIBOR Rate Loan pursuant to §2.4, elect to
convert a Base Rate Loan to a LIBOR Rate Loan pursuant to §2.5(a), or elect to
continue a LIBOR Rate Loan pursuant to §2.5(b) if, after giving effect thereto,
there would be greater than eight (8) LIBOR Rate Loans then outstanding
(including both Revolving Credit Loans and Term Loan).  Any Completed
Revolving Loan Request for a LIBOR Rate Loan that would create greater than
eight (8) LIBOR Rate Loans outstanding shall be deemed to be a Completed
Revolving Loan Request for a Base Rate Loan.

       

                          (e)     The
Administrative Agent will use good faith efforts to cause any notice of
continuation or conversion delivered under this §2.5 to be delivered to each
Lender in accordance with §15.12 and in any event on the same day or the
Business Day following the day such notice is received by the Administrative
Agent.

       

                          §2.6.     Funds for Revolving Credit
Loans.

       

                          (a)     Subject
to the other provisions of this §2, not later than 12:00 p.m. (New York City
time) on the proposed Drawdown Date of any Revolving Credit Loan, each of the
Lenders will make available to the Administrative Agent, at the Administrative
Agent's Head Office, in immediately available funds, the amount of such Lender's
Revolving Credit Commitment Percentage of the amount of the requested Revolving
Credit Loan; provided that each
Lender shall provide notice to the Administrative Agent of its intent not to
make available its Revolving Credit Commitment Percentage of any requested
Revolving Credit Loan as soon as possible after receipt of any Completed
Revolving Credit Loan Request, and in any event not later than 4:00 p.m. (New
York City time) on (x) the Business Day prior to the Drawdown Date of any
requested Revolving Credit Loan that is a Base Rate Loan and (y) the third
Business Day prior to the Drawdown Date of any requested Revolving Credit Loan
that is a LIBOR Rate Loan.  Upon receipt from each Lender of such
amount, the Administrative Agent will make available to the Borrowers in the
Borrower Representative's account with the Administrative Agent the aggregate
amount of such Revolving Credit Loan made available to the Administrative Agent
by the Lenders.  All such funds received by the Administrative Agent
by 12:00 p.m. (New York City time) on any Business Day will be made available to
the Borrowers not later than 2:00 p.m. on the same Business
Day.  Funds received after such time will be made available by not
later than 12:00
p.m. on the next Business Day.  The failure or refusal of any Lender
to make available to the Administrative Agent at the aforesaid time and place on
any Drawdown Date the amount of its Revolving Credit Commitment Percentage of
the requested Revolving Credit Loan shall not relieve any other Lender from its
several obligation hereunder to make available to the Administrative Agent the
amount of its Revolving Credit Commitment Percentage of any requested Revolving
Credit Loan but in no event shall the Administrative Agent (in its capacity as
Administrative Agent) have any obligation to make any funding or shall any
Lender be obligated to fund more than its Revolving Credit Commitment Percentage
of the requested Revolving Credit Loan or to increase its Revolving Credit
Commitment Percentage on account of such failure or otherwise.

       

                          (b)     The
Administrative Agent may, unless notified to the contrary by any Lender prior to
a Drawdown Date, assume that such Lender has made available to the
Administrative Agent on such Drawdown Date the amount of such Lender's Revolving
Credit Commitment Percentage of the Revolving Credit Loan to be made on such
Drawdown Date, and the Administrative Agent may (but it shall not be required
to), in reliance upon such assumption, make available to the Borrowers a
corresponding amount.  If any Lender makes available to the
Administrative Agent such amount on a date after such Drawdown Date, such Lender
shall pay to the Administrative Agent on demand an amount equal to the product
of (i) the average, computed for the period referred to in clause (iii) below,
of the weighted average interest rate paid by the Administrative Agent for
federal funds acquired by the Administrative Agent during each day included in
such period, multiplied by (ii)
the amount of such Lender's Revolving Credit Commitment Percentage of such
Revolving Credit Loan, multiplied by (iii) a
fraction, the numerator of which is the number of days that elapsed from and
including such Drawdown Date to the date on which the amount of such Lender's
Revolving Credit Commitment Percentage of such Revolving Credit Loan shall
become immediately available to the Administrative Agent, and the denominator of
which is 360.  A statement of the Administrative Agent submitted to
such Lender with respect to any amounts owing under this paragraph shall be
prima facie evidence of the
amount due and owing to the Administrative Agent by such Lender.  If
the amount of such Lender's Revolving Credit Commitment Percentage of such
Revolving Credit Loans is not made available to the Administrative Agent by such
Lender within three (3) Business Days following such Drawdown Date, the
Administrative Agent shall be entitled to recover such amount from the Borrowers
on demand, with interest thereon at the rate per annum applicable to the
Revolving Credit Loans made on such Drawdown Date.

       

                          §2.7.     Repayment of the Revolving
Credit Loans at Maturity.  The Borrowers jointly and severally
promise to pay on the Revolving Credit Loan Maturity Date, and there shall
become absolutely due and payable on the Revolving Credit Loan Maturity Date,
all unpaid principal of the Revolving Credit Loans outstanding on such date,
together with any and all accrued and unpaid interest thereon, the unpaid
balance of the Facility Fee accrued through such date, and any and all other
unpaid amounts due under this Credit Agreement, the Revolving Credit Notes or
any other of the Loan Documents.

       

                          §2.8.     Optional Repayments of
Revolving Credit Loans.  The Borrowers shall have the right, at
their election, to prepay the outstanding amount of the Revolving Credit Loans,
in whole or in part, at any time without penalty or premium; provided that the
outstanding amount of any Revolving Credit Loans that are LIBOR Rate Loans may
not be prepaid unless the

       


      
        
           


        

        
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      Borrowers
pay any LIBOR Breakage Costs for each LIBOR Rate Loan so prepaid at the time of
such prepayment.  The Borrower Representative shall give the
Administrative Agent, no later than 10:00 a.m., New York City time, at least two
(2) Business Days' prior written notice of any prepayment pursuant to this §2.8
of any Revolving Credit Loans that are Base Rate Loans, and at least four (4)
LIBOR Business Days' notice of any proposed prepayment pursuant to this §2.8 of
Revolving Credit Loans that are LIBOR Rate Loans, specifying the proposed date
of prepayment of Revolving Credit Loans and the principal amount to be
prepaid.  Each such partial prepayment of the Revolving Credit Loans
shall be in an amount of $2,000,000 or integral multiple of $500,000 in excess
thereof, or, if less, the outstanding balance of the Revolving Credit Loans then
being repaid, shall be accompanied by the payment of all charges outstanding on
all Revolving Credit Loans so prepaid and of all accrued interest on the
principal prepaid to the date of payment, and shall be applied, in the absence
of instruction by the Borrower Representative, first to the principal of
Revolving Credit Loans that are Base Rate Loans and then to the principal of
Revolving Credit Loans that are LIBOR Rate Loans, at the Administrative Agent's
option.

       

                          §2.9.     Mandatory Repayments of
Revolving Credit Loans.  If at any time the sum of the
outstanding amount of the Revolving Credit Loans and all L/C Obligations exceeds
the lesser of (i) Total Revolving Credit Commitment and (ii) the maximum amount
that permits compliance with the terms of §10 hereof, the Borrowers shall
immediately pay the amount of such excess to the Administrative Agent for
application:  first, to any Unpaid Reimbursement Obligations; second,
to the Revolving Credit Loans (first to Base Rate Loans, then to LIBOR Rate
Loans in direct order of Interest Period maturities); and third, to provide to
the Administrative Agent cash collateral for Reimbursement Obligations as
contemplated by §5.6(b) and (c).  Each payment of any Unpaid
Reimbursement Obligations, or prepayment of Revolving Credit Loans shall be
allocated among the Lenders, in proportion, as nearly as practicable, to each
L/C Obligation, or (as the case may be) the respective unpaid principal amount
of each Lender's Revolving Credit Note, with adjustments to the extent
practicable to equalize any prior payments or repayments not exactly in
proportion.

       

                          §2.10.     Optional Extension of
Revolving Credit Loan Maturity Date.  The Borrowers may on one
(1) occasion, by written notice to the Administrative Agent given at least
ninety (90) days but no more than one hundred eighty (180) days prior to
the then scheduled Revolving Credit Loan Maturity Date, extend such Revolving
Credit Loan Maturity Date for an additional one (1) year period, provided that
(a) no Default or Event of Default shall have occurred and be continuing at
the time of such notice or such extension, (b) all of the representations
and warranties of the Borrowers contained in §7 of this Credit Agreement and in
any other Loan Document (other than representations and warranties which
expressly speak as of a different date) shall be true and correct in all
material respects at the time of such request and at the time of such extension,
and (c) that simultaneously with the giving of such notice, the Borrowers shall
pay to the Administrative Agent, for the account of the Lenders, an extension
fee equal to 0.25% of the Total Revolving Credit Commitment then
outstanding.

       

                          §2.11.     Increase of Commitment to
Lend. Unless a Default or an Event of Default has occurred and is
continuing, the Borrowers may request, by written notice to the Administrative
Agent at any time within 2 years following the Restatement Date, that the Total
Revolving Credit Commitment be increased by an amount less than or equal to
$50,000,000 (such
that the Total Revolving Credit Commitment shall at no time exceed $175,000,000)
in aggregate minimum amounts of $25,000,000; provided that
(a) the maturity date of such increase shall be no earlier than the
Revolving Credit Loan Maturity Date, (b) the Borrower Representative shall
have delivered to the Administrative Agent a certificate in the form of Exhibit D-1 hereto
signed by the chief financial officer or treasurer of the Borrower
Representative setting forth computations evidencing compliance with the
covenants contained in §§10.1, 10.2, 10.3 and 10.11 on a pro forma basis after
giving effect to such requested increase (and assuming the full utilization of
the increased Total Revolving Credit Commitment), and, certifying that, both
before and after giving effect to such requested increase, no Default or Event
of Default exists or will exist under this Credit Agreement or any other Loan
Document, and that after taking into account such requested increase, no default
will exist as of the effective date of such increase or thereafter,
(c) such increase shall be on the same terms and conditions applicable to
this Credit Agreement, (d) any Lender which is a party to this Credit
Agreement prior to such request for such increase, at its sole discretion, may
elect to increase its Revolving Credit Commitment but shall not have any
obligation to so increase its Revolving Credit Commitment, and (e) in the
event that each Lender does not elect to increase its Revolving Credit
Commitment, the Lead Arranger shall use commercially reasonable efforts to
locate additional lenders, subject to the Borrowers' approval of such lenders
(such approval not to be unreasonably withheld) willing to hold commitments for
the requested increase.  In the event that Lenders commit to such
increase, (i) the Revolving Credit Commitment of each such Lender shall be
increased (or, in the case of a new lender not previously party hereto, added to
the Revolving Credit Commitments), (ii) the pro rata share of each of the
Lenders shall be adjusted subject to the payment of any LIBOR Breakage Costs,
(iii) new Revolving Credit Notes shall be issued, (iv) the Borrowers shall
make such borrowings and repayments as shall be necessary to effect the
reallocation of the Revolving Credit Commitments, and (v) other changes shall be
made by way of supplement, amendment or restatement of any of the Loan Documents
as may be necessary or desirable to reflect the aggregate amount, if any, by
which Lenders have agreed to increase their respective Revolving Credit
Commitments or any other lenders have agreed to make new commitments pursuant to
this §2.11 (including the modification of Schedule 1.2 to
reflect the increase), in each case notwithstanding anything in §26 to the
contrary, without the consent of any Lender other than those Lenders increasing
their Revolving Credit Commitments (it being understood that the Administrative
Agent shall execute any such supplement, amendment or restatement as may be
reasonably requested by the Borrowers and necessary or desirable in connection
with an increase in the Revolving Credit Commitment permitted pursuant to this
§2.11).  The fees payable by the Borrowers upon such increase in the
Revolving Credit Commitments shall be agreed upon by the Lead Arranger and the
Borrowers at the time of such increase.

       

                Notwithstanding
the foregoing, nothing in this §2.11 shall constitute or be deemed to constitute
an agreement by any Lender to increase its Revolving Credit Commitment
hereunder.

       

                §3.     THE TERM LOAN
FACILITY.

       

                          §3.1.     Commitment to Lend.
Subject to the terms and conditions set forth in this Credit Agreement, each of
the Lenders severally agrees to lend to the Borrowers on the Restatement Date an
amount equal to such Lender's Term Commitment set forth opposite such
Lender's
name on Schedule
1.2 hereto.  The entire amount of the Term Loan shall be
borrowed on the Restatement Date.

       

                          §3.2.     The Term Notes. The
Term Loan shall be evidenced by the Term Notes.  A Term Note shall be
payable to the order of each Lender in an aggregate principal amount equal to
such Lender's Term Commitment.  The Borrowers irrevocably authorize
each Lender to make or cause to be made at or about the time of such Lender's
receipt of any payment of principal on such Lender's Term Note an appropriate
notation on such Lender's Term Note of the receipt of such
payment.  The outstanding amount of the Term Loan set forth on such
Lender's Term Note Record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Lender, but the failure to
record, or any error in so recording, any such amount on such Lender's Term Note
Record shall not limit or otherwise affect the obligations of the Borrowers
hereunder or under any Term Note to make payments of principal of or interest on
any Term Note when due.  Upon receipt of an affidavit of an officer of
any Lender as to the loss, theft, destruction or mutilation of any Term Note or
any other security document which is not of public record, and, in the case of
any such loss, theft, destruction or mutilation, upon surrender and cancellation
of such Term Note or other security document, the Borrowers will issue, in lieu
thereof, a replacement Term Note or other security document in the same
principal amount thereof and otherwise of like tenor.

       

                          §3.3.     Interest on Term
Loan.

       

                          (a)     Except
as otherwise provided in §4.10, the outstanding amount of the Term Loan shall
bear interest during each Interest Period relating to all or any portion of the
Term Loan at the following rates:

       

                                    (i)     To
the extent that all or any portion of the Term Loan bears interest during such
Interest Period at the Base Rate, the Term Loan or such portion shall bear
interest during such Interest Period at a rate equal to the Base Rate for such
Interest Period plus the Applicable Margin for Term Loans which are Base Rate
Loans.

       

                                    (ii)     To
the extent that all or any portion of the Term Loan bears interest during such
Interest Period at the LIBOR Rate, the Term Loan or such portion shall bear
interest during such Interest Period at a rate equal to the LIBOR Rate for such
Interest Period plus the Applicable Margin for Term Loans which are LIBOR Rate
Loans.

       

                          (b)     Interest
Payments.  The Borrowers jointly and severally unconditionally
promise to pay interest on the Term Loan in arrears on each Interest Payment
Date with respect thereto.

       

                          §3.4.     Conversion Options.
The provisions of §2.5 shall apply mutatis mutandis with respect
to all or any portion of the Term Loan so that the Borrowers may have the same
interest rate options with respect to all or any portion of the Term Loan as
they would be entitled to with respect to the Revolving Credit
Loans.

       

                          §3.5.     Repayment of the Term Loan
at Maturity. The Borrowers jointly and severally promise to pay on the
Term Maturity Date, and there shall become absolutely due and payable on the
Term Maturity Date, all unpaid principal of the Term Loan outstanding on such
date,
together with any and all accrued and unpaid interest thereon, and any and all
other unpaid amounts due under this Credit Agreement, the Term Notes or any
other of the Loan Documents in respect of the Term Loan.

       

                          §3.6.     Optional Repayments of Term
Loan. The Borrowers shall have the right, at their election, to prepay
the outstanding amount of the Term Loan, in whole or in part, subject to (a) the
Borrower Representative having given at least thirty (30) days' prior written
notice to the Administrative Agent of such prepayment, and (b) the payment,
simultaneously with such prepayment, of LIBOR Breakage Costs for the Term Loan
to the extent that it is a LIBOR Rate Loan.  Each such partial
prepayment of the Term Loan shall be in an amount of $10,000,000 or integral
multiple of $500,000 in excess thereof, or, if less, shall be accompanied by the
payment of all charges outstanding on the Term Loan and of all accrued interest
on the principal of the Term Loan prepaid to the date of payment, and shall be
applied, in the absence of instruction by the Borrower Representative, first to
the principal of the Term Loan to the extent that it is a Base Rate Loan and
then to the principal of the Term Loan to the extent that it is a LIBOR Rate
Loan, at the Administrative Agent's option.  No amount of the Term
Loan that is prepaid may be re-borrowed.

       

                §4.     CERTAIN GENERAL
PROVISIONS.

       

                          §4.1.     Fees.  The
Borrowers jointly and severally agree to pay (i) to the Administrative Agent an
administration fee (the "Administration Fee") and an upfront fee (the "Upfront
Fee"), and the other fees payable to the Administrative Agent and the Lead
Arranger, in each case as set forth in that certain letter agreement dated as of
April 22, 2008, between the Borrower Representative and M&T Bank (the
"Fee Letter") and (ii) to the Administrative Agent for the account of the
Lenders in accordance with their respective Revolving Credit Commitment
Percentages as further set forth in the definition thereof, the Facility
Fee.

       

                          §4.2.     Funds for
Payments.

       

                          (a)     All
payments of principal, interest, fees, and any other amounts due hereunder or
under any of the other Loan Documents shall be made to the Administrative Agent,
for the respective accounts of the Lenders or (as the case may be) the
Administrative Agent, at the Administrative Agent's Head Office, in each case in
Dollars and in immediately available funds.

       

                          (b)     All
payments by the Borrowers hereunder and under any of the other Loan Documents
shall be made without setoff or counterclaim and free and clear of and without
deduction for any taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory liens, restrictions or conditions of any nature now or
hereafter imposed or levied by any jurisdiction or any political subdivision
thereof or taxing or other authority therein unless the Borrowers are compelled
by law to make such deduction or withholding.  If any such obligation
is imposed upon the Borrowers with respect to any amount payable by them
hereunder or under any of the other Loan Documents, the Borrowers shall pay to
the Administrative Agent, for the account of the Lenders or (as the case may be)
the Administrative Agent, on the date on which such amount is due and payable
hereunder or under such other Loan Document, such additional amount in Dollars
as shall be necessary to enable the Lenders to receive the same net amount which
the Lenders would have received on such due date had no such obligation been
imposed upon
the Borrowers.  The Borrower Representative will deliver promptly to
the Administrative Agent certificates or other valid vouchers for all taxes or
other charges deducted from or paid with respect to payments made by the
Borrowers hereunder or under such other Loan Document.

       

                          (c)     Each
Foreign Lender agrees that, prior to the first date on which any payment is due
to it hereunder, it will deliver to the Borrower Representative and the
Administrative Agent two duly completed copies of United States Internal Revenue
Service Form W-8BEN or Form W-8ECI or successor applicable form, as the case may
be, certifying in each case that such Foreign Lender is entitled to receive
payments under this Credit Agreement and the Notes payable to it, without
deduction or withholding of any United States federal income
taxes.  Each Foreign Lender that so delivers a Form W-8BEN or Form
W­8ECI pursuant to the preceding sentence further undertakes to deliver to
each of the Borrower Representative and the Administrative Agent two further
copies of Form W-8BEN or Form W-8ECI or successor applicable form, or other
manner of certification, as the case may be, on or before the date that any such
letter or form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the
Borrower Representative and the Administrative Agent, and such extensions or
renewals thereof as may reasonably be requested by the Borrower Representative
and the Administrative Agent, certifying in the case of a Form W-8BEN or Form
W-8ECI that such Foreign Lender is entitled to receive payments under this
Credit Agreement and the Notes without deduction or withholding of any United
States federal income taxes, unless in any such case an event (including,
without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Foreign Lender from duly
completing and delivering any such form with respect to it and such Foreign
Lender advises the Borrower Representative and the Administrative Agent that it
is not capable of receiving payments without any deduction or withholding of
United States federal income tax.

       

                          (d)     The
Borrowers shall not be required to pay any additional amounts to any Foreign
Lender in respect of United States Federal withholding tax pursuant to §4.2(b)
to the extent that (i) the obligation to withhold amounts with respect to United
States federal withholding tax existed on the date such Foreign Lender became a
party to this Credit Agreement or, with respect to payments to a different
lending office designated by the Foreign Lender as its applicable lending office
(a "New Lending Office"), the date such Foreign Lender designated such New
Lending Office with respect to the Loans; provided, however,
that this clause (i) shall not apply to any transferee or New Lending Office as
a result of an assignment, transfer or designation made at the request of the
Borrowers; and provided further, however,
that this clause (i) shall not apply to the extent the indemnity payment or
additional amounts any transferee, or Lender through a New Lending Office, would
be entitled to receive without regard to this clause (i) do not exceed the
indemnity payment or additional amounts that the Person making the assignment or
transfer to such transferee, or Lender making the designation of such New
Lending Office, would have been entitled to receive in the absence of such
assignment, transfer or designation; or (ii) the obligation to pay such
additional amounts would not have arisen but for a failure by such Foreign
Lender to comply with the provisions of paragraph (c) above.

       


      
        
           


        

        
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                          §4.3.     Computations. All
computations of interest on the Loans and of other fees to the extent applicable
shall be made on the basis of a 360-day year and the actual number of days
elapsed; provided, however, interest on
Base Rate Loans shall be computed on the basis of a 365-day or 366-day year, as
applicable, and the actual number of days elapsed.  Except as
otherwise provided in the definition of the term "Interest Period" with respect
to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan
Documents becomes due on a day that is not a Business Day, the due date for such
payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension.  The outstanding amount of the
Loans as reflected on the Note Records from time to time shall constitute prima
facie evidence of the principal amount thereof absent manifest error; but the
failure to record, or any error in so recording, any such amount on such
Lender's Term Note Record shall not affect the obligations of the Borrowers
hereunder or under any Term Note to make payments of principal of and interest
on any Term Note when due.

       

                          §4.4.     Inability to Determine LIBOR
Rate. In the event, prior to the commencement of any Interest Period
relating to any LIBOR Rate Loan, the Administrative Agent shall reasonably
determine that adequate and reasonable methods do not exist for ascertaining the
LIBOR Rate that would otherwise determine the rate of interest to be applicable
to any LIBOR Rate Loan during any Interest Period, the Administrative Agent
shall forthwith give notice of such determination (which shall be conclusive and
binding on the Borrowers) to the Borrower Representative and the
Lenders.  In such event (a) any Completed Revolving Credit Loan
Request with respect to LIBOR Rate Loans shall be automatically withdrawn and
shall be deemed a request for Base Rate Loans, (b) each LIBOR Rate Loan
will automatically, on the last day of the then current Interest Period thereof,
become a Base Rate Loan, and (c) the obligations of the Lenders to make LIBOR
Rate Loans shall be suspended until the Administrative Agent reasonably
determines that the circumstances giving rise to such suspension no longer
exist, whereupon the Administrative Agent shall so notify the Borrower
Representative and the Lenders.

       

                          §4.5.     Illegality.  Notwithstanding
any other provisions herein, if any present or future law, regulation, treaty or
directive or in the interpretation or application thereof shall make it unlawful
for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith
give notice of such circumstances to the Borrower Representative and the other
Lenders and thereupon (a) the commitment of such Lender to make LIBOR Rate Loans
or convert Base Rate Loans to LIBOR Rate Loans shall forthwith be suspended and
(b) such Lender's Commitment Percentage of LIBOR Rate Loans then outstanding
shall be converted automatically to Base Rate Loans on the last day of each
Interest Period applicable to such LIBOR Rate Loans or within such earlier
period as may be required by law, all until such time as it is no longer
unlawful for such Lender to make or maintain LIBOR Rate Loans.  The
Borrowers hereby jointly and severally agree to promptly pay the Administrative
Agent for the account of such Lender, upon demand, any additional amounts
necessary to compensate such Lender for any costs incurred by such Lender in
making any conversion required by this §4.5 prior to the last day of an Interest
Period with respect to a LIBOR Rate Loan, including any interest or fees payable
by such Lender to lenders of funds obtained by it in order to make or maintain
its LIBOR Rate Loans hereunder.

       

                          §4.6.     Additional Costs,
Etc. If any present or future applicable law, which expression, as used
herein, includes statutes, rules and regulations thereunder and interpretations
thereof
by any competent court or by any governmental or other regulatory body or
official charged with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or from time to time
hereafter made upon or otherwise issued to any Lender or the Administrative
Agent by any central bank or other fiscal, monetary or other authority (whether
or not having the force of law), shall:

       

                          (a)     subject
any Lender or the Administrative Agent to any tax, levy, impost, duty, charge,
fee, deduction or withholding of any nature with respect to this Credit
Agreement, the other Loan Documents, such Lender's Commitments or the Loans
(other than taxes based upon or measured by the income or profits of such Lender
or the Administrative Agent), or

       

                          (b)     materially
change the basis of taxation (except for changes in taxes on income or profits)
of payments to any Lender of the principal of or the interest on any Loans or
any other amounts payable to the Administrative Agent or any Lender under this
Credit Agreement or the other Loan Documents, or

       

                          (c)     impose
or increase or render applicable (other than to the extent specifically provided
for elsewhere in this Credit Agreement) any special deposit, reserve,
assessment, liquidity, capital adequacy or other similar requirements (whether
or not having the force of law) against assets held by, or deposits in or for
the account of, or loans by, or commitments of an office of any Lender,
or

       

                          (d)     impose
on any Lender or the Administrative Agent any other conditions or requirements
with respect to this Credit Agreement, the other Loan Documents, any Letters of
Credit, the Loans, such Lender's Commitments, or any class of loans, or
commitments of which any of the Loans or such Lender's Commitments form a
part;

       

      and
the result of any of the foregoing is

       

                                    (i)     to
increase the cost to any Lender of making, funding, issuing, renewing, extending
or maintaining any of the Loans or such Lender's Commitments, or any Letter of
Credit, or

       

                                    (ii)     to
reduce the amount of principal, interest, Reimbursement Obligation or other
amount payable to such Lender or the Administrative Agent hereunder on account
of such Lender's Commitments or any of the Loans, or

       

                                    (iii)     to
require such Lender or the Administrative Agent to make any payment or to forego
any interest or Reimbursement Obligation or other sum payable hereunder, the
amount of which payment or foregone interest or Reimbursement Obligation or
other sum is calculated by reference to the gross amount of any sum receivable
or deemed received by such Lender or the Administrative Agent from the Borrowers
hereunder, then,
and in each such case, the Borrowers will, within thirty (30) days of demand
made by such Lender or (as the case may be) the Administrative Agent at any time
and from time to time and as often as the occasion therefor may arise, pay to
such Lender such additional amounts as such Lender shall determine in good faith
to be sufficient to compensate such Lender for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum,
provided that
such Lender is generally imposing similar charges on its other similarly
situated borrowers.

       

                          §4.7.     Capital
Adequacy.  If after the date hereof any Lender or the
Administrative Agent determines that (i) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) regarding capital requirements for banks or bank
holding companies or any change in the interpretation or application thereof by
a court or governmental authority with appropriate jurisdiction, or (ii)
compliance by such Lender or the Administrative Agent or any Person controlling
such Lender or the Administrative Agent with any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) of any such Person regarding capital adequacy, has the effect of reducing
the return on such Lender's or the Administrative Agent's Commitments with
respect to any Loans to a level below that which such Lender or the
Administrative Agent could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or the Administrative
Agent's then existing policies with respect to capital adequacy and assuming
full utilization of such entity's capital) by any amount deemed by such Lender
or (as the case may be) the Administrative Agent to be material, then such
Lender or the Administrative Agent may notify the Borrower Representative of
such fact.  To the extent that the amount of such reduction in the
return on capital is not reflected in the Base Rate or the LIBOR Rate, the
Borrowers jointly and severally agree to pay such Lender or (as the case may be)
the Administrative Agent for the amount of such reduction in the return on
capital as and when such reduction is determined within thirty (30) days of
presentation by such Lender or (as the case may be) the Administrative Agent of
a certificate in accordance with §4.8 hereof.  Each Lender shall
allocate such cost increases among its customers in good faith and on an
equitable basis.

       

                          §4.8.     Certificate.  A
certificate setting forth any additional amounts payable pursuant to §§4.5, 4.6
or 4.7 and a brief explanation of such amounts (including the calculation
thereof) which are due, submitted by any Lender or the Administrative Agent to
the Borrower Representative, shall be prima facie evidence that
such amounts are due and owing.

       

                          §4.9.     Indemnity.  In
addition to the other provisions of this Credit Agreement regarding such
matters, but without duplication to the extent a Lender has been compensated
pursuant thereto, the Borrowers jointly and severally agree to indemnify the
Administrative Agent and each Lender and to hold the Administrative Agent and
each Lender harmless from and against any loss, cost or expense (including loss
of anticipated profits) that the Administrative Agent or such Lender may sustain
or incur as a consequence of (a) the failure by the Borrowers to pay any
principal amount of or any interest on any LIBOR Rate Loans as and when due and
payable, including any such loss or expense arising from interest or fees
payable by the Administrative Agent or such Lender to lenders of funds obtained
by it in order to maintain its LIBOR Rate Loans, (b) the failure by the
Borrowers to make a borrowing or conversion after the Borrowers have given a
Completed Revolving Credit Loan Request for a LIBOR Rate Loan or a Conversion
Request for a LIBOR Rate Loan, and (c) the making of any payment of a LIBOR Rate
Loan or the making of any conversion of any such Loan to a Base Rate Loan on a
day that is not the last day of the applicable Interest Period with respect
thereto, including interest or fees payable by the Administrative Agent or a
Lender to lenders of funds obtained by it in order to maintain any such LIBOR
Rate Loans.

       


      
        
           


        

        
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                          §4.10.     Interest During Event of
Default; Late Charges.  During the continuance of an Event of
Default, outstanding principal and (to the extent permitted by applicable law)
interest on the Loans and all other amounts payable hereunder, including,
without limitation, any fees applicable to Letters of Credit, or under any of
the other Loan Documents shall bear interest at a rate per annum equal to two
percent (2%) above the interest rate that would otherwise be applicable until
such amount shall be paid in full (after as well as before
judgment).  In addition, the Borrowers shall pay on demand a late
charge equal to five percent (5%) of any amount of principal and/or interest
charges on the Loans which is not paid within ten (10) days of the date when
due.

       

                          §4.11.     Concerning Joint and Several
Liability of the Borrowers.

       

                          (a)     Each
of the Borrowers is accepting joint and several liability hereunder and under
the other Loan Documents in consideration of the financial accommodations to be
provided by the Lenders under this Credit Agreement, for the mutual benefit,
directly and indirectly, of each of the Borrowers and in consideration of the
undertakings of each other Borrower to accept joint and several liability for
the Obligations.

       

                          (b)     Each
of the Borrowers, jointly and severally, hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Borrowers, with respect to the payment and performance
of all of the Obligations (including, without limitation, any Obligations
arising under this §4.11), it being the intention of the parties hereto that all
the Obligations shall be the joint and several Obligations of each of the
Borrowers without preferences or distinction among them.

       

                          (c)     If
and to the extent that any of the Borrowers shall fail to make any payment with
respect to any of the Obligations as and when due or to perform any of the
Obligations in accordance with the terms thereof, then in each such event the
other Borrowers will make such payment with respect to, or perform, such
Obligation.

       

                          (d)     The
Obligations of each of the Borrowers under the provisions of this §4.11
constitute full recourse Obligations of each of the Borrowers enforceable
against each such Person to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Credit
Agreement or any other circumstance whatsoever.

       

                          (e)     Except
as otherwise expressly provided in this Credit Agreement, each of the Borrowers
hereby waives notice of acceptance of its joint and several liability, notice of
any Loans made under this Credit Agreement, notice of any action at any time
taken or omitted by the Lenders under or in respect of any of the Obligations,
and, generally, to the extent permitted by applicable law, all demands, notices
and other formalities of every kind in connection with this Credit
Agreement.  Each of the Borrowers hereby assents to, and waives notice
of, any extension or postponement of the time for the payment of any of the
Obligations, the acceptance of any payment of any of the Obligations, the
acceptance of any partial payment thereon, any waiver, consent or other action
or acquiescence by the Lenders at any time or times in respect of any default by
any of the Borrowers in the performance or satisfaction of any term, covenant,
condition or provision of this Credit Agreement, any and all other indulgences
whatsoever by the Lenders in respect of any of the Obligations, and the taking,
addition, substitution or release, in whole
or in part, at any time or times, of any security for any of the Obligations or
the addition, substitution or release, in whole or in part, of any of the
Borrowers.  Without limiting the generality of the foregoing, each of
the Borrowers assents to any other action or delay in acting or failure to act
on the part of the Lenders with respect to the failure by any of the Borrowers
to comply with any of its respective Obligations, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy
or to comply fully with applicable laws or regulations thereunder, which might,
but for the provisions of this §4.11, afford grounds for terminating,
discharging or relieving any of the Borrowers, in whole or in part, from any of
its Obligations under this §4.11, it being the intention of each of the
Borrowers that, so long as any of the Obligations hereunder remain unsatisfied,
the Obligations of such Borrowers under this §4.11 shall not be discharged
except by performance and then only to the extent of such
performance.  The Obligations of each of the Borrowers under this
§4.11 shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, re-construction or similar proceeding
with respect to any of the Borrowers or the Lenders.  The joint and
several liability of the Borrowers hereunder shall continue in full force and
effect notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, membership, constitution or place of formation of any of
the Borrowers or the Lenders.

       

                          (f)     The
provisions of this §4.11 are made for the benefit of the Lenders and their
successors and assigns, and may be enforced against any or all of the Borrowers
as often as occasion therefor may arise and without requirement on the part of
the Lenders first to marshal any of their claims or to exercise any of their
rights against any other Borrower or to exhaust any remedies available to them
against any other Borrower or to resort to any other source or means of
obtaining payment of any of the Obligations hereunder or to elect any other
remedy.  The provisions of this §4.11 shall remain in effect until all
of the Obligations shall have been paid in full or otherwise fully
satisfied.  If at any time, any payment, or any part thereof, made in
respect of any of the Obligations, is rescinded or must otherwise be restored or
returned by the Lenders upon the insolvency, bankruptcy or reorganization of any
of the Borrowers, or otherwise, the provisions of this §4.11 will forthwith be
reinstated in effect, as though such payment had not been made.

       

                          §4.12.     Interest
Limitation.  All agreements between the Borrowers and the
Guarantors, on the one hand, and the Lenders and the Administrative Agent, on
the other hand, are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of maturity of the Loans or
otherwise, shall the amount paid or agreed to be paid to the Lenders for the use
or the forbearance of the Loans exceed the maximum permissible under applicable
law.  As used herein, the term "applicable law" shall mean the law in
effect as of the date hereof; provided, however that in the
event there is a change in the law which results in a higher permissible rate of
interest, then this Credit Agreement and other Loan Document shall be governed
by such new law as of its effective date.  In this regard, it is
expressly agreed that it is the intent of the Borrowers and the Guarantors and
the Lenders and the Administrative Agent in the execution, delivery and
acceptance of this Credit Agreement and the other Loan Documents to contract in
strict compliance with the laws of the State of New York from time to time in
effect.  If, under or from any circumstances whatsoever, fulfillment
of any provision hereof or of any of the other Loan Documents at the time of
performance of such provision shall involve transcending the limit of such
validity prescribed by applicable law, then the obligation to be fulfilled shall
automatically be reduced to the limits of such validity, and if under or from
any circumstances
whatsoever any Lender should ever receive as interest any amount which would
exceed the highest lawful rate, such amount which would be excessive interest
shall be applied to the reduction of the principal balance of the Loans and not
to the payment of interest.  This provision shall control every other
provision of all agreements between the Borrowers and the Guarantors and the
Lenders and the Administrative Agent.

       

                          §4.13.     Reasonable Efforts to
Mitigate.  Each Lender agrees that as promptly as practicable
after it becomes aware of the occurrence of an event or the existence of a
condition that would cause it to be affected under §§4.5, 4.6 or 4.7, such
Lender will give notice thereof to the Borrower Representative, with a copy to
the Administrative Agent and, to the extent so requested by the Borrower
Representative and not inconsistent with regulatory policies applicable to such
Lender, such Lender shall use reasonable efforts and take such actions as are
reasonably appropriate (including the changing of its lending office or branch)
if as a result thereof the additional moneys which would otherwise be required
to be paid to such Lender pursuant to such sections would be reduced other than
for de minimus amounts, or the illegality or other adverse circumstances which
would otherwise require a conversion of such Loans or result in the inability to
make such Loans pursuant to such sections would cease to exist, and in each case
if, as determined by such Lender in its sole discretion, the taking such actions
would not adversely affect such Loans.

      


                          §4.14.     Replacement of
Lenders.  If any Lender (an "Affected Lender") (i) makes demand
upon the Borrowers for (or if the Borrowers are otherwise required to pay)
amounts pursuant to §§4.5, 4.6 or 4.7, (ii) is unable to make or maintain LIBOR
Rate Loans as a result of a condition described in §4.5, or (iii) does not vote
in favor of any amendment, modification or waiver to this Credit Agreement
which, pursuant to §26, requires the vote of all of the Lenders, and the
Required Lenders shall have voted in favor of such amendment, modification or
waiver, the Borrower Representative may, within 90 days of receipt of such
demand, notice or vote (or the occurrence of such other event causing the
Borrowers to be required to pay such compensation or causing §4.5 to be
applicable or failure to obtain unanimous consent or approval required by §26)
as the case may be, by notice (a "Replacement Notice") in writing to the
Administrative Agent and such Affected Lender (A) request the Affected Lender to
cooperate with the Borrowers in obtaining a replacement lender satisfactory to
the Administrative Agent and the Borrowers (the "Replacement Lender"); (B)
request the non-Affected Lenders to acquire and assume all of the Affected
Lender's Loans and Revolving Credit Commitment as provided herein, but none of
such Lenders shall be under an obligation to do so; or (C) designate a
Replacement Lender which is an Eligible Assignee and is reasonably satisfactory
to the Administrative Agent other than when an Event of Default has occurred and
is continuing and absolutely satisfactory to the Administrative Agent when an
Event of Default has occurred and is continuing.  If any satisfactory
Replacement Lender shall be obtained, and/or any of the non-Affected Lenders
shall agree to acquire and assume all of the Affected Lender's Loans and
Revolving Credit Commitment, then such Affected Lender shall assign, in
accordance with §19, all of its Revolving Credit Commitment, Loans, Letter of
Credit Participations, Notes and other rights and obligations under this Credit
Agreement and all other Loan Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the
principal amount so assigned and all interest and fees accrued on the amount so
assigned, plus all other Obligations then due and payable to the Affected
Lender; provided, however, that (x)
such assignment shall be in accordance with the provisions of §19, shall be
without recourse, representation
or warranty and shall be on terms and conditions reasonably satisfactory to such
Affected Lender and such Replacement Lender and/or non-Affected Lenders, as the
case may be, and (y) prior to any such assignment, the Borrowers shall have paid
to such Affected Lender all amounts properly demanded and unreimbursed under
§§4.5, 4.6, 4.7 and 4.9.

      


                §5.     LETTERS OF
CREDIT.

      


                          §5.1.     Commitment to Issue Letters
of Credit.  Subject to the terms and conditions hereof and the
execution and delivery by the Borrowers of a letter of credit application on the
Administrative Agent's customary form (a "Letter of Credit Application"), the
Administrative Agent on behalf of the Lenders and in reliance upon the agreement
of the Lenders set forth in §5.1(d) and upon the representations and warranties
of the Borrowers contained herein, agrees, in its individual capacity, to issue,
extend and renew for the account of the Borrowers one or more standby letters of
credit (individually, a "Letter of Credit"), in such form as may be requested
from time to time by the Borrowers and agreed to by the Administrative Agent;
provided, however, that, at all
times, after giving effect to such request, (a) the sum of the aggregate Maximum
Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed
$15,000,000 at any one time, and (b) the sum of (i) all L/C Obligations, and
(ii) the amount of all Revolving Credit Loans outstanding shall not exceed the
Total Revolving Credit Commitment at any time.  Notwithstanding the
foregoing, the Administrative Agent shall have no obligation to issue any Letter
of Credit to support or secure any Indebtedness of the Borrowers or any of their
Subsidiaries to the extent that such Indebtedness was incurred prior to the
proposed issuance date of such Letter of Credit, unless in any such case the
Borrowers demonstrate to the satisfaction of the Administrative Agent that (x)
such prior incurred Indebtedness was then fully secured by a prior perfected and
unavoidable security interest in collateral provided by the Borrowers or such
Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such
prior incurred Indebtedness was then secured or supported by a letter of credit
issued for the account of the Borrowers or such Subsidiary and the reimbursement
obligation with respect to such letter of credit was fully secured by a prior
perfected and unavoidable security interest in collateral provided to the issuer
of such letter of credit by the Borrowers or such Subsidiary.

      


                          §5.2.     Letter of Credit
Applications.  Each Letter of Credit Application shall be
completed to the satisfaction of the Administrative Agent.  In the
event that any provision of any Letter of Credit Application shall be
inconsistent with any provision of this Credit Agreement, then the provisions of
this Credit Agreement shall, to the extent of any such inconsistency,
govern.

      


                          §5.3.     Terms of Letters of
Credit.  Each Letter of Credit issued, extended or renewed
hereunder shall, among other things, (a) provide for the payment of sight
drafts for honor thereunder when presented in accordance with the terms thereof
and when accompanied by the documents described therein, and (b) have an
expiry date of the earlier of (i) the date one (1) year from its date of
issuance and (ii) the date which is thirty (30) days prior to the Revolving
Credit Loan Maturity Date.  Each Letter of Credit so issued, extended
or renewed shall be subject to the Uniform Customs and Practice for Documentary
Credits (2007 Revision), International Chamber of Commerce Publication
No. 600 or any successor version thereto adopted by the Administrative
Agent in the ordinary course of its business as a letter of credit

      issuer
and in effect at the time of issuance of such Letter of Credit (the "Uniform
Customs") or, in the case of a standby Letter of Credit, either the Uniform
Customs or the International Standby Practices (ISP98), International Chamber of
Commerce Publication No. 590, or any successor code of standby letter of credit
practices among banks adopted by the Administrative Agent in the ordinary course
of its business as a standby letter of credit issuer and in effect at the time
of issuance of such Letter of Credit.

      


                          §5.4.     Reimbursement Obligations of
Lenders.  Each Lender severally agrees that it shall be
absolutely liable, without regard to the occurrence of any Default or Event of
Default or any other condition precedent whatsoever, to the extent of such
Lender's Revolving Credit Commitment Percentage, to reimburse the Administrative
Agent on demand for the amount of each draft paid by the Administrative Agent
under each Letter of Credit to the extent that such amount is not reimbursed by
the Borrowers pursuant to §5.6 (such agreement for a Lender being called herein
the "Letter of Credit Participation" of such Lender).

      


                          §5.5.     Participations of
Lenders.  Each payment made by a Lender pursuant to §5.4 above
shall be treated as the purchase by such Lender of a participating interest in
the Borrowers' Reimbursement Obligation under §5.6 in an amount equal to such
payment.  Each Lender shall share in accordance with its participating
interest in any interest which accrues pursuant to §5.6.

      


                          §5.6.     Reimbursement Obligation of
the Borrowers.  In order to induce the Administrative Agent to
issue, extend and renew each Letter of Credit and the Lenders to participate
therein, the Borrowers hereby agree to reimburse or pay to the Administrative
Agent, for the account of the Administrative Agent or (as the case may be) the
Lenders, with respect to each Letter of Credit issued, extended or renewed by
the Administrative Agent hereunder,

      


                          (a)     except
as otherwise expressly provided in §5.6(b), on each date that any draft
presented under such Letter of Credit is honored by the Administrative Agent, or
the Administrative Agent otherwise makes a payment with respect thereto, (i) the
amount paid by the Administrative Agent under or with respect to such Letter of
Credit, and (ii) the amount of any taxes, fees, charges or other costs and
expenses whatsoever incurred by the Administrative Agent or any Lender in
connection with any payment made by the Administrative Agent or any Lender
under, or with respect to, such Letter of Credit (it being understood that such
payment to the Administrative Agent shall, subject to the satisfaction of the
conditions set forth herein, be made from the proceeds of a Revolving Credit
Loan made to the Borrowers pursuant to §2.4);

      


                          (b)     upon
the reduction (but not termination) of the Total Revolving Credit Commitment to
an amount less than the Maximum Drawing Amount on all Letters of Credit, an
amount equal to such difference, which amount shall be held by the
Administrative Agent for the ratable benefit of the Lenders and the
Administrative Agent as cash collateral for all L/C Obligations;
and

      


                          (c)     upon
the termination of the Total Revolving Credit Commitment, or the acceleration of
the Reimbursement Obligations with respect to all Letters of Credit in
accordance with §13, an amount equal to the then Maximum Drawing Amount on all
Letters of Credit, which
amount shall be held by the Administrative Agent for the ratable benefit of the
Lenders and the Administrative Agent as cash collateral for all Reimbursement
Obligations.

      


      Each
such payment shall be made to the Administrative Agent at the Administrative
Agent's Head Office in immediately available funds or (in the case of clause (a)
of this §5.6) from the direct application of the proceeds of a Revolving Credit
Loan made pursuant to §2.4 hereof.  In the event that the obligations
of the Borrowers under §5.6(a) can not, in compliance with the provisions of
this Credit Agreement, be satisfied in full by the making of a Revolving Credit
Loan pursuant to §2.4, the Administrative Agent shall so notify the Borrowers,
in which case the obligations of the Borrowers under §5.6(a) shall be
immediately due and payable to the Administrative Agent.  Interest on
any and all amounts remaining unpaid by the Borrowers under this §5.6 at any
time from the date such amounts become due and payable (whether as stated in
this §5.6, by acceleration or otherwise) until payment in full (whether before
or after judgment) shall be payable to the Administrative Agent on demand at the
rate then in effect for overdue principal on the Revolving Credit
Loans.  Notwithstanding anything contained in this Credit Agreement or
any other Loan Document to the contrary, all amounts payable by the Borrowers
under this §5.6 as a result of the occurrence of an Event of Default under
§13.1(g) or (h) shall automatically become due and payable by the Borrowers
without any notice or demand by the Administrative Agent, any Lender or any
other Person.

      


                          §5.7.     Letter of Credit
Payments.  If any draft shall be presented or other demand for
payment shall be made under any Letter of Credit, the Administrative Agent shall
notify the Borrowers of the date and amount of the draft presented or demand for
payment and of the date and time when it expects to pay such draft or honor such
demand for payment.  If the Borrowers fail to reimburse the
Administrative Agent as provided in §5.6 on or before the date that such draft
is paid or other payment is made by the Administrative Agent, the Administrative
Agent may at any time thereafter notify the Lenders of the amount of any such
Unpaid Reimbursement Obligation.  No later than 3:00 p.m. (New York
time) on the Business Day next following the receipt of such notice, each Lender
shall make available to the Administrative Agent, at the Administrative Agent's
Head Office, in immediately available funds, such Lender's Revolving Credit
Commitment Percentage of such Unpaid Reimbursement Obligation, together with an
amount equal to the product of (a) the average, computed for the period referred
to in clause (c) below, of the weighted average interest rate paid by the
Administrative Agent for federal funds acquired by the Administrative Agent
during each day included in such period, times (b) the amount
equal to such Lender's Revolving Credit Commitment Percentage of such Unpaid
Reimbursement Obligation, times (c) a fraction,
the numerator of which is the number of days that elapse from and including the
date the Administrative Agent paid the draft presented for honor or otherwise
made payment to the date on which such Lender's Revolving Credit Commitment
Percentage of such Unpaid Reimbursement Obligation shall become immediately
available to the Administrative Agent, and the denominator of which is
360.  The responsibility of the Administrative Agent to the Borrowers
and the Lenders shall be only to determine that the documents (including each
draft) delivered under each Letter of Credit in connection with such presentment
shall be in conformity in all material respects with such Letter of
Credit.

      


                          §5.8.     Obligations Absolute.
The Borrowers' obligations under this §5 shall be absolute and unconditional
under any and all circumstances and irrespective of the occurrence of
any
Default or Event of Default or any condition precedent whatsoever or any setoff,
counterclaim or defense to payment which the Borrowers may have or have had
against the Administrative Agent, any Lender or any beneficiary of a Letter of
Credit.  The Borrowers further agree with the Administrative Agent and
the Lenders that the Administrative Agent and the Lenders shall not be
responsible for, and the Borrowers' Reimbursement Obligations under §5.6 shall
not be affected by, among other things, the validity or genuineness of documents
or of any endorsements thereon, even if such documents should in fact prove to
be in any or all respects invalid, fraudulent or forged, or any dispute between
or among the Borrowers, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrowers against the beneficiary of
any Letter of Credit or any such transferee.  The Administrative Agent
and the Lenders shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit.  The Borrowers
agree that any action taken or omitted by the Administrative Agent or any Lender
under or in connection with each Letter of Credit and the related drafts and
documents, if done in good faith, shall be binding upon the Borrowers and shall
not result in any liability on the part of the Administrative Agent or any
Lender to the Borrowers.

      


                          §5.9.     Reliance by Issuer.
To the extent not inconsistent with §5.8, the Administrative Agent shall be
entitled to rely, and shall be fully protected in relying upon, any Letter of
Credit, draft, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, statement,
order or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first have received such advice or concurrence of the Required
Lenders as it reasonably deems appropriate or it shall first be indemnified to
its reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.  The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Credit Agreement
in accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon the
Lenders and all future holders of the Revolving Credit Notes or of a Letter of
Credit Participation.

      


                          §5.10.     Letter of Credit
Fees. The Borrowers shall pay a fee, quarterly in arrears on the first
Business Day of the following quarter (a "Letter of Credit Fee"), to the
Administrative Agent in respect of each Letter of Credit an amount equal to the
product of (i) the Applicable Margin for Revolving Credit Loans which are LIBOR
Rate Loans and (ii) the face amount of such Letter of Credit.  The
Letter of Credit Fee shall be for the accounts of the Lenders in accordance with
their respective Revolving Credit Commitment Percentages.  The
Borrowers shall pay a fee, quarterly in arrears on the first Business Day of the
following quarter following the date of issuance or any extension or renewal of
any Letter of Credit, equal to one-eighth of one percent (0.125%) per annum of
the face amount of each Letter of Credit solely for the account of the
Administrative Agent, as a fronting fee.  In respect of each Letter of
Credit, the Borrowers shall also pay to the Administrative Agent for the
Administrative Agent's own account,
at such other time or times as such charges are customarily made by the
Administrative Agent, including the Administrative Agent's customary issuance,
amendment, negotiation or document examination and other administrative fees as
in effect from time to time.

      


                §6.     GUARANTIES. Each of
the Guarantors will jointly and severally guaranty all of the Obligations
pursuant to its Guaranty.  The Obligations are full recourse
obligations of each Borrower and each Guarantor, and all of the respective
assets and properties of each Borrower and each Guarantor shall be available for
the payment in full in cash and performance of the Obligations.  Other
than during the continuance of a Default or an Event of Default, at the request
of the Borrower Representative, the Guaranty of any Subsidiary Guarantor shall
be released by the Administrative Agent if and when all of the Real Estate owned
by such Subsidiary Guarantor shall cease to be Unencumbered Properties pursuant
to the terms of this Credit Agreement.  The Administrative Agent will
use good faith efforts to cause notice of the addition or release of any
Guarantor to be delivered to each Lender in accordance with §15.12 and in any
event on the same day or the Business Day following the day such notice is
received by the Administrative Agent.

      


                §7.     REPRESENTATIONS AND
WARRANTIES. Each of the Borrowers, for itself and for each of the other
Borrowers and for each Guarantor insofar as any such statements relate to such
Guarantor represents and warrants to the Administrative Agent and the Lenders as
follows:

      


                          §7.1.     Authority;
Etc.

      


                          (a)     Organization; Good
Standing.

      


                                    (i)     SALP
is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware; Holdings is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware; each of SALP and Holdings has all requisite partnership or corporate,
as the case may be, power to own its respective properties and conduct its
respective business as now conducted and as presently contemplated; and each of
SALP and Holdings is in good standing as a foreign entity and is duly authorized
to do business in the jurisdictions where the Real Estate owned by it is located
and in each other jurisdiction where such qualification is necessary except
where a failure to be so qualified in such other jurisdiction would not have a
Material Adverse Effect.

      


                                    (ii)     Sovran
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Maryland; each Subsidiary of Sovran is duly organized,
validly existing and in good standing as a corporation or partnership or other
entity, as the case may be, under the laws of the state of its organization;
Sovran and each of its Subsidiaries has all requisite corporate or partnership
or other entity, as the case may be, power to own its respective properties and
conduct its respective business as now conducted and as presently contemplated;
and Sovran and each of its Subsidiaries is in good standing as a foreign entity
and is duly authorized to do business in the jurisdictions where such
qualification is necessary (including, as to Sovran, in the State of New York)
except where a failure to be so qualified in such other jurisdiction would not
have a materially adverse effect on the business, assets or financial condition
of Sovran or such Subsidiary.


      
        
           


        

        
          23

           


        

        
           


        

      


      


                                    (iii)     As
to each subsequent Guarantor, a provision similar, as applicable, to (a)(i) or
(ii) above shall be included in each such subsequent Guarantor's Subsidiary
Guaranty, and the Borrowers shall be deemed to make for itself and on behalf of
each such subsequent Guarantor a representation and warranty as to such
provision regarding such subsequent Guarantor.

      


                          (b)     Capitalization.

      


                                    (i)     The
outstanding equity of SALP is comprised of a general partner interest and
limited partner interests, all of which have been duly issued and are
outstanding and fully paid and non-assessable as set forth in Schedule 7.1(b)
hereto.  All of the issued and outstanding general partner interests
of SALP are owned and held of record by Holdings; all of the limited partner
interests of SALP are owned and held of record as set forth in Schedule 7.1(b)
hereto.  Except as set forth in the Agreement of Limited Partnership
of SALP or as disclosed in Schedule 7.1(b)
hereto, as of the Restatement Date there are no outstanding securities or
agreements exchangeable for or convertible into or carrying any rights to
acquire any equity interests in SALP.  Except as disclosed in Schedule 7.1(b), as
of the Restatement Date there are no outstanding commitments, options, warrants,
calls or other agreements (whether written or oral) binding on SALP or Sovran
which require or could require SALP or Sovran to sell, grant, transfer, assign,
mortgage, pledge or otherwise dispose of any equity interests of
SALP.  No general partnership interests of SALP are subject to any
restrictions on transfer or any partner agreements, voting agreements, trust
deeds, irrevocable proxies, or any other similar agreements or interests
(whether written or oral).

      


                                    (ii)     As
of the Restatement Date, the authorized capital stock of, or any other equity
interests in Holdings are as set forth in Schedule 7.1(b), and
the issued and outstanding voting and non­voting shares of the common stock
of Holdings, and all of the other equity interests in Holdings, all of which
have been duly issued and are outstanding and fully paid and non-assessable, are
owned and held of record by Sovran.  Except as disclosed in Schedule 7.1(b), as
of the Restatement Date there are no outstanding securities or agreements
exchangeable for or convertible into or carrying any rights to acquire any
equity interests in Holdings, and there are no outstanding options, warrants, or
other similar rights to acquire any shares of any class in the capital of or any
other equity interests in Holdings.  As of the Restatement Date there
are no outstanding commitments, options, warrants, calls or other agreements or
obligations (whether written or oral) binding on Holdings to issue, sell, grant,
transfer, assign, mortgage, pledge or otherwise dispose of any shares of any
class in the capital of or other equity interests in Holdings.  No
shares of, or equity interests in Holdings held by Sovran are subject to any
restrictions on transfer pursuant to any of Holding's applicable charter,
by­laws or any shareholder agreements, voting agreements, voting trusts,
trust agreements, trust deeds, irrevocable proxies or any other similar
agreements or instruments (whether written or oral).

      


                          (c)     Due
Authorization.  The execution, delivery and performance of this
Credit Agreement and the other Loan Documents to which any of the Borrowers or
any of the Guarantors is or is to become a party and the transactions
contemplated hereby and thereby (i) are within the authority of such
Borrower and such Guarantor, (ii) have been duly authorized by
all necessary proceedings on the part of such Borrower or such Guarantor and any
general partner or other controlling Person thereof, (iii) do not conflict with
or result in any breach or contravention of any provision of law, statute, rule
or regulation to which such Borrower or such Guarantor is subject or any
judgment, order, writ, injunction, license or permit applicable to such Borrower
or such Guarantor, (iv) do not conflict with any provision of the agreement of
limited partnership, any certificate of limited partnership, the charter
documents or by-laws of such Borrower or such Guarantor or any general partner
or other controlling Person thereof, and (v) do not contravene any
provisions of, or constitute a default, Default or Event of Default hereunder or
a failure to comply with any term, condition or provision of, any other
agreement, instrument, judgment, order, decree, permit, license or undertaking
binding upon or applicable to such Borrower or such Guarantor or any of such
Borrower's or such Guarantor's properties (except for any such failure to comply
under any such other agreement, instrument, judgment, order, decree, permit,
license, or undertaking as would not have a Material Adverse Effect) or result
in the creation of any mortgage, pledge, security interest, lien, encumbrance or
charge upon any of the properties or assets of any Borrower, the Operating
Subsidiaries or any Guarantor.

      


                          (d)     Enforceability.  Each
of the Loan Documents to which any of the Borrowers or any of the Guarantors is
a party has been duly executed and delivered and constitutes the legal, valid
and binding obligations of each such Borrower and each such Guarantor, as the
case may be, subject only to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors' rights and to the fact that the availability of the remedy of
specific performance or injunctive relief is subject to the discretion of the
court before which any proceeding therefor may be brought.

      


                          §7.2.     Governmental
Approvals. The execution, delivery and performance by each Borrower of
this Credit Agreement and by each Borrower and each Guarantor of the other Loan
Documents to which such Borrower or such Guarantor is or is to become a party
and the transactions contemplated hereby and thereby do not require (i) the
approval or consent of any governmental agency or authority other than those
already obtained, or (ii) filing with any governmental agency or authority,
other than filings which will be made with the SEC when and as required by
law.

      


                          §7.3.     Title to Properties;
Leases.

      


                          The
Borrowers, the Guarantors and their respective Subsidiaries each has good title
to all of its respective properties, assets and rights of every name and nature
purported to be owned by it, including, without limitation, that:

      


                          (a)     As
of the Restatement Date (with respect to Unencumbered Properties designated as
such on the Restatement Date) or the date of designation as an Unencumbered
Property (with respect to Unencumbered Properties acquired and/or designated as
such after the Restatement Date), and in each case to the best of its knowledge
thereafter, (i) a Borrower or (if after the Restatement Date) a Guarantor holds
good and clear record and marketable title to the Unencumbered Properties,
subject to no rights of others (except, with respect to a Ground Lease, the
rights of the lessor), including any mortgages, conditional sales agreements,
title retention

      agreements,
liens or encumbrances, except for Permitted Liens, and (ii) the Unencumbered
Properties satisfy the requirements for an Unencumbered Property set forth in
the definition thereof.  Schedule 7.3(a) sets
forth a list of all Unencumbered Properties as of the Restatement
Date.

      


                          (b)     Each
of the Borrowers and each of the then Guarantors will, as of the Restatement
Date, own all of the assets as reflected in the financial statements of the
Borrowers described in §7.4 or acquired since the date of such financial
statements (except property and assets sold or otherwise disposed of in the
ordinary course of business since that date).

      


                          (c)     Each
of the direct or indirect interests of the Borrowers or Holdings in any
Partially-Owned Entity is set forth on Schedule 7.3(c)
hereto, including the type of entity in which the interest is held, the
percentage interest owned by such Borrower or Holdings in such entity, the
capacity in which such Borrower or Holdings holds the interest, and such
Borrower's or Holdings' ownership interest therein.

      


                          §7.4.     Financial
Statements.  The following financial statements have been
furnished to each of the Lenders:

      


                          (a)     The
audited consolidated balance sheet of Sovran and its Subsidiaries (including,
without limitation, SALP) as of December 31, 2007 and the related consolidated
statement of operations, shareholders' equity and cash flows for the fiscal year
ended December 31, 2007 and the unaudited consolidated statement of operations,
shareholders' equity and cash flows for the fiscal quarter then ended, certified
by the chief financial officer of Sovran.  Such financial statements
have been prepared in accordance with GAAP and fairly present the financial
condition of Sovran and its Subsidiaries as of the close of business on the
dates thereof and the results of operations for the fiscal periods then
ended.  There are no contingent liabilities of Sovran or any of its
Subsidiaries as of such dates involving material amounts, known to the officers
of the Borrowers, not disclosed in said financial statements and the related
notes thereto.

      


                          (b)     The
SEC Filings.

      


                          §7.5.     Fiscal
Year.  The Borrowers and their respective Subsidiaries each has
a fiscal year which is the twelve months ending on December 31 of each calendar
year.

      


                          §7.6.     Franchises, Patents,
Copyrights, Etc.  Each Borrower, each Guarantor and each of
their respective Subsidiaries possesses all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of their respective businesses substantially
as now conducted without known conflict with any rights of others, including all
Permits.

      


                          §7.7.     Litigation.  Except
as stated on Schedule 7.7
there are no actions, suits, proceedings or investigations of any kind pending
or threatened against any Borrower, any Guarantor or any of their respective
Subsidiaries before any court, tribunal or administrative agency or board that,
could reasonably be expected, either individually or in the aggregate, to have a
Material Adverse Effect or materially impair the right of such Borrower, such
Guarantor

      or
their respective Subsidiaries to carry on their respective businesses
substantially as now conducted by them, or result in any substantial liability
not adequately covered by insurance, or for which adequate reserves are not
maintained, as reflected in the applicable financial statements of the
Borrowers, or which question the validity of this Credit Agreement or any of the
other Loan Documents, or any action taken or to be taken pursuant hereto or
thereto.

      


                          §7.8.     No Materially Adverse
Contracts, Etc.  None of any Borrower, any Guarantor or any of
their respective Subsidiaries is subject to any charter, corporate, partnership
or other legal restriction, or any judgment, decree, order, rule or regulation
that has or is expected in the future to have a Material Adverse
Effect.  None of any Borrower, any Guarantor or any of their
respective Subsidiaries is a party to any contract or agreement that has or is
expected, in the judgment of their respective officers, to have a Material
Adverse Effect.

      


                          §7.9.     Compliance With Other
Instruments, Laws, Etc.  None of any Borrower, any Guarantor or
any of their respective Subsidiaries is in violation of any provision of its
partnership agreement, charter documents, bylaws or other organizational
documents, as the case may be, or any respective agreement or instrument to
which it may be subject or by which it or any of its properties may be bound or
any decree, order, judgment, statute, license, rule or regulation, in any of the
foregoing cases in a manner that could result, individually or in the aggregate,
in the imposition of substantial penalties or have a Material Adverse
Effect.

      


                          §7.10.     Tax
Status.

      


                          (a)     (i) Each
of the Borrowers, the Guarantors and their respective Subsidiaries (A) has
timely made or filed all federal, state and local income and all other tax
returns, reports and declarations required by any jurisdiction to which it is
subject, (B) has paid all taxes and other governmental assessments and charges
shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith and by appropriate proceedings, and (C) has
set aside on its books provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or
declarations apply, and (ii) there are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the
respective officers of the Borrowers and the Guarantors and their respective
Subsidiaries know of no basis for any such claim.

      


                          (b)     To
the best of the Borrowers' knowledge, each Partially-Owned Entity (i) has timely
made or filed all federal, state and local income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and by appropriate proceedings, and (iii) has set
aside on its books provisions reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or
declarations apply.  To the best of the Borrowers' knowledge, except
as otherwise disclosed in writing to the Administrative Agent, there are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction from any Partially-Owned Entity, and the officers of the
Borrowers know of no basis for any such claim.


      
        
           


        

        
          24

           


        

        
           


        

      


                          §7.11.     No Event of Default; No
Materially Adverse Changes.  No default, Default or Event of
Default has occurred and is continuing.  Since December 31, 2007,
there has occurred no materially adverse change in the businesses, assets,
operations, conditions (financial or otherwise) or prospects of Sovran and its
Subsidiaries or SALP and its Subsidiaries as shown on or reflected in the
audited consolidated balance sheet of Sovran and its Subsidiaries as of
December 31, 2007, or the consolidated statement of income for the fiscal
quarter then ended, other than changes in the ordinary course of business that
have not had, and could not reasonably be expected to have, a Material Adverse
Effect.

      


                          §7.12.     Investment Company
Act.  None of any Borrower, any Guarantor or any of their
respective Subsidiaries is an "investment company", or an "affiliated company"
or a "principal underwriter" of an "investment company", as such terms are
defined in the Investment Company Act of 1940.

      


                          §7.13.     Absence of UCC Financing
Statements, Etc.  Except for Permitted Liens, there will be no
financing statement, security agreement, chattel mortgage, real estate mortgage,
equipment lease, financing lease, option, encumbrance or other document filed or
recorded with any filing records, registry, or other public office, that
purports to cover, affect or give notice of any present or possible future lien
or encumbrance on, or security interest in, any Unencumbered
Property.  Neither any Borrower nor any Guarantor has pledged or
granted any lien on or security interest in or otherwise encumbered or
transferred any of their respective interests in any Subsidiary (including in
the case of Sovran, its interests in SALP, and in the case of any Borrower, its
interests in the Operating Subsidiaries) or in any Partially-Owned
Entity.

      


                          §7.14.     Absence of Liens. A
Borrower or a Guarantor is the owner of the Unencumbered Properties free from
any lien, security interest, encumbrance and any other claim or demand, except
for Permitted Liens.

      


                          §7.15.     Certain Transactions.
Except as set forth on Schedule 7.15, none
of the officers, partners, directors, or employees of any Borrower or any
Guarantor or any of their respective Subsidiaries is presently a party to any
transaction with any Borrower, any Guarantor or any of their respective
Subsidiaries (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
partner, director or such employee or, to the knowledge of the Borrowers, any
corporation, partnership, trust or other entity in which any officer, partner,
director, or any such employee or natural Person related to such officer,
partner, director or employee or other Person in which such officer, partner,
director or employee has a direct or indirect beneficial interest has a
substantial interest or is an officer, director, trustee or
partner.

      


                          §7.16.     Employee Benefit
Plans.

      


                                    §7.16.1.     In
General.  Each Employee Benefit Plan and each Guaranteed
Pension Plan has been maintained and operated in compliance in all material
respects with the provisions of ERISA and, to the extent applicable, the Code,
including but not limited to the provisions
thereunder respecting prohibited transactions and the bonding of fiduciaries and
other persons handling plan funds as required by §412 of ERISA.  The
Borrowers have heretofore delivered to the Administrative Agent the most
recently completed annual report, Form 5500, with all required attachments, and
actuarial statement required to be submitted under §103(d) of ERISA, with
respect to each Guaranteed Pension Plan.

      


                                    §7.16.2.     Terminability of Welfare
Plans.  No Employee Benefit Plan, which is an employee welfare
benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, provides benefit
coverage subsequent to termination of employment, except as required by Title I,
Part 6 of ERISA or the applicable state insurance laws.  The Borrowers
may terminate each such Plan at any time (or at any time subsequent to the
expiration of any applicable bargaining agreement) in the discretion of the
Borrowers without liability to any Person other than for claims arising prior to
termination.

      


                                    §7.16.3.     Guaranteed Pension
Plans.  Each contribution required to be made to a Guaranteed
Pension Plan, whether required to be made to avoid the incurrence of an
accumulated funding deficiency, the notice or lien provisions of §302(f) of
ERISA, or otherwise, has been timely made.  No waiver of an
accumulated funding deficiency or extension of amortization periods has been
received with respect to any Guaranteed Pension Plan, and neither any Borrower
or any Guarantor nor any ERISA Affiliate is obligated to or has posted security
in connection with an amendment to a Guaranteed Pension Plan pursuant to §307 of
ERISA or §401(a)(29) of the Code.  No liability to the PBGC (other
than required insurance premiums, all of which have been paid) has been incurred
by any Borrower or any Guarantor or any ERISA Affiliate with respect to any
Guaranteed Pension Plan and there has not been any ERISA Reportable Event (other
than an ERISA Reportable Event as to which the requirement of thirty (30) days
notice has been waived), or any other event or condition which presents a
material risk of termination of any Guaranteed Pension Plan by the
PBGC.  Based on the latest valuation of each Guaranteed Pension Plan
(which in each case occurred within twelve months of the date of this
representation), and on the actuarial methods and assumptions employed for that
valuation, the aggregate benefit liabilities of all such Guaranteed Pension
Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of
the assets of all such Guaranteed Pension Plans, disregarding for this purpose
the benefit liabilities and assets of any Guaranteed Pension Plan with assets in
excess of benefit liabilities, by more than $500,000.

      


                                    §7.16.4.     Multiemployer Plans.
Neither any Borrower nor any Guarantor nor any ERISA Affiliate has incurred any
material liability (including secondary liability) to any Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan under
§4201 of ERISA or as a result of a sale of assets described in §4204 of
ERISA.  Neither any Borrower nor any Guarantor nor any ERISA Affiliate
has been notified that any Multiemployer Plan is in reorganization or insolvent
under and within the meaning of §4241 or §4245 of ERISA or is at risk of
entering reorganization or becoming insolvent, or that any Multiemployer Plan
intends to terminate or has been terminated under §4041A of ERISA.

      


                          §7.17.     Regulations U and
X.  The proceeds of the Loans and the Letters of Credit shall
be used for the purposes described in §8.12.  No portion of any Loan
is to be used, and no portion of any Letter of Credit is to be obtained, for the
purpose of purchasing or carrying any "margin
security" or "margin stock" in violation of (and, as such terms are used in)
Regulations U and X of the Board of Governors of the Federal Reserve System, 12
C.F.R. Parts 221 and 224.

      


                          §7.18.     Environmental
Compliance.  The Borrowers have caused environmental
assessments to be conducted and/or taken other steps to investigate the past and
present environmental condition and usage of the Real Estate and the operations
conducted thereon.  Based upon such assessments and/or investigation,
except as set forth on Schedule 7.18, the
Borrowers represent and warrant that:

      


                          (a)     None
of any Borrower, any Guarantor, any of their respective Subsidiaries or any
operator of the Real Estate or any portion thereof, or any operations thereon is
in violation, or alleged violation, of any judgment, decree, order, law,
license, rule or regulation pertaining to environmental matters, including
without limitation, those arising under the Resource Conservation and Recovery
Act ("RCRA"), the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the Federal
Clean Air Act, the Toxic Substances Control Act, or any state or local statute,
regulation, ordinance, order or decree relating to health, safety or the
environment (hereinafter "Environmental Laws"), which violation or alleged
violation has, or its remediation would have, by itself or when aggregated with
all such other violations or alleged violations, a Material Adverse Effect, or
constitutes a Disqualifying Environmental Event with respect to any Unencumbered
Property.

      


                          (b)     None
of any Borrower, any Guarantor or any of their respective Subsidiaries has
received notice from any third party, including, without limitation, any
federal, state or local governmental authority, (i) that it has been identified
by the United States Environmental Protection Agency ("EPA") as a potentially
responsible party under CERCLA with respect to a site listed on the National
Priorities List, 40 C.F.R. Part 300 Appendix B (1986), (ii) that any hazardous
waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by
42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C.
§9601(33) or any toxic substances, oil or hazardous materials or other chemicals
or substances regulated by any Environmental Laws ("Hazardous Substances") which
it has generated, transported or disposed of has been found at any site at which
a federal, state or local agency or other third party has conducted or has
ordered that any Borrower, any Guarantor or any of their respective Subsidiaries
conduct a remedial investigation, removal or other response action pursuant to
any Environmental Law, or (iii) that it is or shall be a named party to any
claim, action, cause of action, complaint, or legal or administrative proceeding
(in each case, contingent or otherwise) arising out of any third party's
incurrence of costs, expenses, losses or damages of any kind whatsoever in
connection with the release of Hazardous Substances; which event described in
any such notice would have a material adverse effect on the business, assets or
financial condition of any Borrower, any Guarantor or any of their respective
Subsidiaries, or constitutes a Disqualifying Environmental Event with respect to
any Unencumbered Property.

      


                          (c)     Except
as set forth on Schedule 7.18, (i) no
portion of the Real Estate has been used for the handling, processing, storage
or disposal of Hazardous Substances except in accordance with applicable
Environmental Laws; and no underground tank or other underground storage
receptacle for Hazardous Substances is located on any portion of any Real Estate
except in
accordance with applicable Environmental Laws, (ii) in the course of any
activities conducted by the Borrowers, the Guarantors, their respective
Subsidiaries or the operators of their respective properties, or any ground or
space tenants on any Real Estate, no Hazardous Substances have been generated or
are being used on such Real Estate except in accordance with applicable
Environmental Laws, (iii) there has been no present or past releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
disposing or dumping (a "Release") or threatened Release of Hazardous Substances
on, upon, into or from the Real Estate, (iv) there have been no Releases on,
upon, from or into any real property in the vicinity of any of the Real Estate
which, through soil or groundwater contamination, may have come to be located on
such Real Estate, and (v) any Hazardous Substances that have been generated on
any of the Real Estate during ownership thereof by a Borrower or a Guarantor or
any of their respective Subsidiaries have been transported off-site only by
carriers having an identification number issued by the EPA, treated or disposed
of only by treatment or disposal facilities maintaining valid permits as
required under applicable Environmental Laws, which transporters and facilities
have been and are, to the best of the Borrowers' knowledge, operating in
compliance with such permits and applicable Environmental Laws; any of which
events described in clauses (i) through (v) above would have a material adverse
effect on the business, assets or financial condition of any Borrower, any
Guarantor or any of their respective Subsidiaries, or constitutes a
Disqualifying Environmental Event with respect to any Unencumbered
Property.  Notwithstanding that the representations contained herein
are limited to the knowledge of the Borrowers, any such limitation shall not
affect the covenants specified in §8.11 or elsewhere in this Credit
Agreement.

      


                          (d)     None
of the Borrowers, the Guarantors or the Real Estate is subject to any applicable
Environmental Law requiring the performance of Hazardous Substances site
assessments, or the removal or remediation of Hazardous Substances, or the
giving of notice to any governmental agency or the recording or delivery to
other Persons of an environmental disclosure document or statement, by virtue of
the transactions set forth herein and contemplated hereby, or as a condition to
the effectiveness of any other transactions contemplated hereby.

      


                          (e)     There
has been no change in the status of the information disclosed on Schedule 7.18, that,
individually or in the aggregate, has resulted in, or materially increased the
likelihood of, a Material Adverse Effect (after taking into account any
indemnities, escrows or other similar protections provided by a third party for
the matters set forth in Schedule
7.18).

      


                          §7.19.     Subsidiaries.  Schedule 7.19 sets
forth all of the respective Subsidiaries of Sovran or SALP, and Schedule 7.19 will be
updated to reflect any subsequent Guarantor and its Subsidiaries, if
any.

      


                          §7.20.     Loan
Documents.  All of the representations and warranties of the
Borrowers and the Guarantors made in this Credit Agreement and in the other Loan
Documents or any document or instrument delivered to the Administrative Agent or
the Lenders pursuant to or in connection with any of such Loan Documents are
true and correct in all material respects and do not include any untrue
statement of a material fact or omit to state a material fact required to be
stated or necessary to make such representations and warranties not materially
misleading.


      
        
           


        

        
          25

           


        

        
           


        

      


                          §7.21.     REIT
Status.  Sovran has not taken any action that would prevent it
from maintaining its qualification as a REIT for its tax year ended December 31,
2007, or from maintaining such qualification at all times during the term of the
Loans.  Sovran is not a "pension held REIT" within the meaning of
§856(h)(3)(D) of the Code.

      


                          §7.22.     Subsequent
Guarantors. The foregoing representations and warranties in §7.3 through
§7.20, as the same are true, correct and applicable to Guarantors existing on
the Restatement Date, shall be true, correct and applicable to each subsequent
Guarantor.

      


                          §7.23.     Trading
Status.  No security of Sovran traded on the New York Stock
Exchange has been suspended from trading.

      


                §8.     AFFIRMATIVE COVENANTS OF THE
BORROWERS AND THE  GUARANTORS.  Each of the Borrowers
for itself and on behalf of each of the Guarantors (if and to the extent
expressly included in Subsections contained in this Section) covenants and
agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of
Credit or Note is outstanding or the Lenders have any obligation to make any
Loans or the Administrative Agent has any obligation to issue, extend or renew
any Letters of Credit:

      


                          §8.1.     Punctual
Payment.  The Borrowers will duly and punctually pay or cause
to be paid the principal and interest on the Loans and all Reimbursement
Obligations and all interest, fees, charges and other amounts provided for in
this Credit Agreement and the other Loan Documents, all in accordance with the
terms of this Credit Agreement and the Notes, and the other Loan
Documents.

      


                          §8.2.     Maintenance of
Office.  Each of the Borrowers and the Guarantors will maintain
its chief executive office in Williamsville, New York, or at such other place in
the contiguous United States of America as each of them shall designate upon
written notice to the Administrative Agent to be delivered within five (5) days
of such change, where notices, presentations and demands to or upon the
Borrowers and the Guarantors, as the case may be, in respect of the Loan
Documents may be given or made.

      


                          §8.3.     Records and
Accounts.  Each of the Borrowers and the Guarantors will
(a) keep, and cause each of its Subsidiaries to keep, true and accurate
records and books of account in which full, true and correct entries will be
made in accordance with GAAP, (b) maintain adequate accounts and reserves for
all taxes (including income taxes), contingencies, depreciation and amortization
of its properties and the properties of its Subsidiaries and (c) at all times
engage Ernst & Young LLP or other Accountants as the independent certified
public accountants of Sovran, SALP and their respective Subsidiaries and will
not permit more than thirty (30) days to elapse between the cessation of such
firm's (or any successor firm's) engagement as the independent certified public
accountants of Sovran, SALP and their respective Subsidiaries and the
appointment in such capacity of a successor firm as Accountants.

      


                          §8.4.     Financial Statements,
Certificates and Information.  The Borrowers will deliver to
the Administrative Agent:


      
        
           


        

        
          26

           


        

        
           


        

      


                          (a)     as
soon as practicable, but in any event not later than ninety (90) days after the
end of each of its fiscal years:

      


                                    (i)     in
the case of SALP, if prepared, the audited consolidated balance sheet of SALP
and its Subsidiaries at the end of such year, and the related audited
consolidated statements of operations, funds available for distribution and cash
flows for the year then ended, in each case (except for cash flow statements)
with supplemental consolidating schedules provided by SALP; and

      


                                    (ii)     in
the case of Sovran, the audited consolidated and consolidating (for Subsidiaries
which own Real Estate, if any Subsidiary becomes the owner of Real Estate
pursuant to §8.6 or §8.7 hereof) balance sheet of Sovran and its Subsidiaries
(including, without limitation, SALP and its Subsidiaries) at the end of such
year, and the related audited consolidated and consolidating (for Subsidiaries
which own Real Estate, if any Subsidiary becomes the owner of Real Estate
pursuant to §8.6 or §8.7 hereof) statements of operations, cash flows and
shareholders' equity for the year then ended;

      


      each
setting forth in comparative form the figures for the previous fiscal year and
all such statements to be in reasonable detail, prepared in accordance with
GAAP, and, in each case, accompanied by (x) a certification by the
principal financial officer of SALP or Sovran, as applicable, that the
information contained in such financial statements fairly presents the financial
position of SALP or Sovran (as the case may be) and its Subsidiaries on the date
thereof and (y) an auditor's report prepared without qualification by the
Accountants;

      


                          (b)     as
soon as practicable, but in any event not later than forty-five (45) days after
the end of each of its fiscal quarters:

      


                                    (i)     in
the case of SALP, if prepared, copies of the unaudited consolidated balance
sheet of SALP and its Subsidiaries as at the end of such quarter, and the
related unaudited consolidated statements of operations, funds available for
distribution and cash flows for the portion of SALP's fiscal year then elapsed,
with supplemental consolidating schedules (except with respect to cash flow
statements) provided by SALP; and

      


                                    (ii)     in
the case of Sovran, copies of the unaudited consolidated and consolidating (for
Subsidiaries which own Real Estate, if any Subsidiary becomes the owner of Real
Estate pursuant to §8.6 or §8.7 hereof) balance sheet of Sovran and its
Subsidiaries (including, without limitation, SALP and its Subsidiaries) as at
the end of such quarter, and the related unaudited consolidated and
consolidating (for Subsidiaries which own Real Estate, if any Subsidiary becomes
the owner of Real Estate pursuant to §8.6 or §8.7 hereof) statements of
operations and cash flows for the portion of Sovran's fiscal year then
elapsed;

      


      all
in reasonable detail and prepared in accordance with GAAP, together with a
certification by the principal financial officer of SALP or Sovran, as
applicable, that the information contained in such financial statements fairly
presents the financial position of SALP or Sovran (as the case may be) and its
Subsidiaries on the date thereof (subject to year-end
adjustments);


      
        
           


        

        
          27

           


        

        
           


        

      


                          (c)     simultaneously
with the delivery of the financial statements referred to in subsections (a) and
(b) above, a statement in the form of Exhibit D-2 hereto
signed by the chief financial officer of SALP or Sovran, as applicable, and (if
applicable) reconciliations to reflect changes in GAAP since March 31,
2008; and, in the case of Sovran, setting forth in reasonable detail
computations evidencing compliance with the covenants contained in §10
hereof;

      


                          (d)     promptly
as they become available, a copy of each report (including any so-called
management letters) submitted to any Borrower or any Guarantor or any of their
respective subsidiaries by the Accountants in connection with each annual audit
of the books of any Borrower or any Guarantor or such subsidiary by such
Accountants or in connection with any interim audit thereof pertaining to any
phase of the business of any Borrower or any Guarantor or any such
subsidiary;

      


                          (e)     contemporaneously
with the filing or mailing thereof, copies of all material of a financial nature
sent to the holders of any Indebtedness of any Borrower or any Guarantor (other
than the Loans) for borrowed money, to the extent that the information or
disclosure contained in such material refers to or could reasonably be expected
to have a Material Adverse Effect;

      


                          (f)     contemporaneously
with the filing or mailing thereof, copies of all material of a financial nature
filed with the SEC or sent to the stockholders of Sovran;

      


                          (g)     as
soon as practicable, but in any event not later than ninety (90) days after the
end of each fiscal year of Sovran, copies of the Form 10-K statement filed by
Sovran with the SEC for such fiscal year, and as soon as practicable, but in any
event not later than forty-five (45) days after the end of each fiscal quarter
of Sovran, copies of the Form 10-Q statement filed by Sovran with the SEC for
such fiscal quarter; and

      


                          (h)     from
time to time such other financial data and information about the Borrowers, the
Guarantors, their respective Subsidiaries, the Real Estate and the
Partially-Owned Entities which is prepared by such Person in the normal course
of its business or is required for securities and tax law compliance as the
Administrative Agent or any Lender may reasonably request, including without
limitation occupancy information and insurance certificates with respect to the
Real Estate (including the Unencumbered Properties) and tax
returns.

      


                          §8.5.     Notices.

      


                          (a)     Defaults.  Each
Borrower will, and will cause each Guarantor, as applicable, to, promptly notify
the Administrative Agent in writing of the occurrence of any default, Default or
Event of Default.  If any Person shall give any notice or take any
other action in respect of (x) a claimed default (whether or not constituting a
Default or an Event of Default) under this Credit Agreement or (y) a claimed
default by any Borrower, any Guarantor or any of their respective Subsidiaries,
as applicable, under any note, evidence of Indebtedness, indenture or other
obligation to which or with respect to which any of them is a party or obligor,
whether as principal, guarantor or surety, and such default would permit the
holder of such note or obligation or other evidence of Indebtedness to
accelerate the maturity thereof or otherwise cause

      the
entire Indebtedness to become due, such Borrower or such Guarantor, as the case
may be, shall forthwith give written notice thereof to the Administrative Agent,
describing the notice or action and the nature of the claimed failure to
comply.

      


                          (b)     Environmental
Events.  Each Borrower will, and will cause each Guarantor to,
promptly give notice in writing to the Administrative Agent (i) upon such
Borrower's or such Guarantor's obtaining knowledge of any material violation of
any Environmental Law regarding any Real Estate or such Borrower's or such
Guarantor's operations or the operations of any of their Subsidiaries, (ii) upon
such Borrower's or such Guarantor's obtaining knowledge of any known Release of
any Hazardous Substance at, from, or into any Real Estate which it reports in
writing or is reportable by it in writing to any governmental authority and
which is material in amount or nature or which could materially affect the value
of such Real Estate, (iii) upon such Borrower's or such Guarantor's receipt of
any notice of material violation of any Environmental Laws or of any material
Release of Hazardous Substances in violation of any Environmental Laws or any
matter that may be a Disqualifying Environmental Event, including a notice or
claim of liability or potential responsibility from any third party (including
without limitation any federal, state or local governmental officials) and
including notice of any formal inquiry, proceeding, demand, investigation or
other action with regard to (A) such Borrower's or such Guarantor's or any other
Person's operation of any Real Estate, (B) contamination on, from or into any
Real Estate, or (C) investigation or remediation of off-site locations at which
such Borrower or such Guarantor or any of its predecessors are alleged to have
directly or indirectly disposed of Hazardous Substances, or (iv) upon such
Borrower's or such Guarantor's obtaining knowledge that any expense or loss has
been incurred by such governmental authority in connection with the assessment,
containment, removal or remediation of any Hazardous Substances with respect to
which such Borrower or such Guarantor or any Partially-Owned Entity may be
liable or for which a lien may be imposed on any Real Estate; any of which
events described in clauses (i) through (iv) above could reasonably be expected
to have a Material Adverse Effect, or constitutes a Disqualifying Environmental
Event with respect to any Unencumbered Property.

      


                          (c)     Notification of Claims
against Unencumbered Properties.  Each Borrower will, and will
cause each Guarantor to, promptly upon becoming aware thereof, notify the
Administrative Agent in writing of any setoff, claims, withholdings or other
defenses to which any of the Unencumbered Properties are subject, which (i)
could reasonably be expected to have a Material Adverse Effect or materially and
adversely affect the value of such Unencumbered Property, or (ii) with respect
to such Unencumbered Property, constitute a Disqualifying Environmental Event, a
Disqualifying Legal Event, a Disqualifying Building Event or a Lien which is not
a Permitted Lien.

      


                          (d)     Notice of Litigation and
Judgments.  Each Borrower will, and will cause each Guarantor
to, and the Borrowers will cause each of their respective Subsidiaries to, give
notice to the Administrative Agent in writing within ten (10) days of becoming
aware of any litigation or proceedings threatened in writing or any pending
litigation and proceedings an adverse determination in which could materially
affect any Borrower, any Guarantor or any of their respective Subsidiaries or
any Unencumbered Property or to which any Borrower, any Guarantor or any of
their respective Subsidiaries is or is to become a party involving a claim
against any Borrower,
any Guarantor or any of their respective Subsidiaries (to the extent uninsured)
that could reasonably be expected to have a Material Adverse Effect or
materially affect the value or operation of the Unencumbered Properties and
stating the nature and status of such litigation or proceedings.  Each
Borrower will, and will cause each of the Guarantors and the Subsidiaries to,
give notice to the Administrative Agent, in writing, in form and detail
reasonably satisfactory to the Administrative Agent, within ten (10) days of any
judgment to the extent not covered by insurance, final or otherwise, against any
Borrower, any Guarantor or any of their Subsidiaries in an amount in excess of
$100,000.

      


                          (e)     Acquisition and Disposition
of Real Estate.  The Borrower Representative shall notify the
Administrative Agent in writing within seven (7) Business Days of the
acquisition and the disposition of any Real Estate by any Borrower, any
Guarantor, any of their respective Subsidiaries or any Partially-Owned Entity
(whether or not such acquisition was made with proceeds of the Loans), which
notice shall include, with respect to such Real Estate, its owner (if other than
SALP), its address, a brief description, a summary of occupancy levels, a
proforma and historic (if available) income statement and a summary of the key
business terms of such acquisition (including sources and uses of funds for such
acquisition), a summary of the principal terms of any financing for such Real
Estate, and a statement as to whether such Real Estate qualifies as an
Unencumbered Property.

      


                          (f)     [Intentionally
Omitted.]

      


                          (g)     Notice to
Lenders.  The Administrative Agent will use good faith efforts
to cause any notice delivered under this §8.5 to be delivered to each Lender in
accordance with §15.12 and in any event on the same day or the Business Day
following the day such notice is received by the Administrative
Agent.

      


                          §8.6.     Existence
of SALP, Holdings and Subsidiary Guarantors; Maintenance of
Properties.  SALP for itself and for Holdings and each Subsidiary
Guarantor (insofar as any such statements relate to Holdings or such Subsidiary
Guarantor) will do or cause to be done all things necessary to, and shall,
preserve and keep in full force and effect its existence as a limited
partnership, corporation or another legally constituted entity, and will do or
cause to be done all things necessary to preserve and keep in full force all of
its rights and franchises and those of its Subsidiaries, and will not, and will
not cause or permit any of its Subsidiaries to, convert to a limited liability
company or a limited liability partnership.  SALP shall be the owner
of substantially all of the Real Estate owned by the Borrowers and their
respective Subsidiaries and shall not permit any Subsidiary of any Borrower to
own any Real Estate without the prior written consent of the Required Lenders,
and then only in specific circumstances outside of the ordinary course of
business.  In any such case, such Subsidiary shall be wholly-owned by
Sovran or SALP and shall become a Subsidiary Guarantor.  SALP (a) will
cause all necessary repairs, renewals, replacements, betterments and
improvements to be made to all Real Estate owned or controlled by it or by any
of its Subsidiaries or any Subsidiary Guarantor, all as in the judgment of SALP
or such Subsidiary or such Subsidiary Guarantor may be necessary so that the
business carried on in connection therewith may be properly conducted at all
times, subject to the terms of the applicable Leases and partnership agreements
or other organizational documents, (b) will cause all of its other properties
and those of its Subsidiaries and the Subsidiary Guarantors used or useful
in the conduct of its business or the business of its Subsidiaries or such
Subsidiary Guarantor to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment, and (c) will, and will
cause each of its Subsidiaries and each Subsidiary Guarantor to, continue to
engage exclusively in the business of owning and operating self storage
facilities, which self storage facilities shall be known primarily as "Uncle
Bob's Self Storage"; provided that nothing in this Credit Agreement shall
prevent the Borrowers from entering into Tower Leases or occasional
non­material Leases of retail or office space incidental to the Borrowers'
owning and operating self storage facilities; and provided further that nothing
in this §8.6 shall prevent any Borrower from discontinuing the operation and
maintenance of any of its properties or any of those of its Subsidiaries if such
discontinuance is, in the judgment of SALP, desirable in the conduct of its or
their business and such discontinuance does not cause a Default or an Event of
Default hereunder and could not reasonably be expected to have a Material
Adverse Effect.  Holdings shall at all times be a wholly-owned
Subsidiary of Sovran and the sole general partner of SALP and shall be the owner
of at least 1% of the outstanding partnership interests in SALP.

      


                          §8.7.     Existence of Sovran;
Maintenance of REIT Status of Sovran; Maintenance of
Properties.  Sovran will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence as a
Maryland corporation.  Sovran will at all times maintain its status as
a REIT and not to take any action which could lead to its disqualification as a
REIT.  Sovran shall at all times maintain its listing on the New York
Stock Exchange.  Sovran will continue to operate as a
fully-integrated, self-administered and self-managed real estate investment
trust which, together with its Subsidiaries (including, without limitation SALP)
owns and operates an improved property portfolio comprised exclusively of
self-storage facilities.  Sovran will not engage in any business other
than the business of acting as a REIT and serving as a limited partner of SALP
and as a member, partner or stockholder of other Persons as permitted by this
Credit Agreement.  Sovran shall conduct all or substantially all of
its business operations through SALP, and shall not own real estate assets
outside of its interests in SALP.  Sovran shall cause SALP to own
substantially all of the Real Estate owned by the Borrowers and their respective
Subsidiaries and shall not permit any Subsidiary of any Borrower to become the
owner of any Real Estate without the prior written consent of the Required
Lenders, and then only in specific circumstances outside of the ordinary course
of business.  In any such case, such Subsidiary shall be wholly-owned
by Sovran or SALP and shall become a Subsidiary Guarantor.  Sovran
shall do or cause to be done all things necessary to preserve and keep in full
force all of its rights and franchises and those of its
Subsidiaries.  Sovran shall (a) cause all of its properties and those
of its Subsidiaries used or useful in the conduct of its business or the
business of its Subsidiaries to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment, (b) cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of Sovran may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times, and (c) cause SALP and each of its Subsidiaries to continue to
engage exclusively in the business of owning and operating self storage
facilities, which self-storage facilities shall be known primarily as "Uncle
Bob's Self Storage"; provided that nothing in this §8.7 shall prevent Sovran
from discontinuing the operation and maintenance of any of its properties or any
of those of its Subsidiaries if such discontinuance is, in the judgment of
Sovran, desirable in the conduct of its or their business and such
discontinuance does not cause a Default or an Event of Default hereunder
and could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

      


                          §8.8.     Insurance.  Each
Borrower will, and will cause each Guarantor to, maintain with respect to its
properties, and will cause each of its Subsidiaries to maintain with financially
sound and reputable insurers, insurance with respect to such properties and its
business against such casualties and contingencies as shall be in accordance
with the general practices of businesses having similar operations and real
estate portfolios in similar geographic areas and in amounts, containing such
terms, in such forms and for such periods as is commercially reasonable,
customary and prudent, and from time to time deliver to the Administrative Agent
upon its request certificates of insurance as to all of the insurance maintained
by each Borrower and their respective Subsidiaries on the Real Estate (including
flood insurance if necessary) from the insurer or an independent insurance
broker, identifying insurers, types of insurance, insurance limits, and policy
terms.

      


                          §8.9.     Taxes.  Each
Borrower will, and will cause each Guarantor and each of its Subsidiaries to,
pay or cause to be paid real estate taxes, other taxes, assessments and other
governmental charges against the Real Estate before the same become delinquent
and will duly pay and discharge, or cause to be paid and discharged, before the
same shall become overdue, all taxes, assessments and other governmental charges
imposed upon its sales and activities, or any part thereof, or upon the income
or profits therefrom, as well as all claims for labor, materials, or supplies
that if unpaid might by law become a lien or charge upon any of the Real Estate;
provided that
any such tax, assessment, charge, levy or claim need not be paid if the validity
or amount thereof shall currently be contested in good faith by appropriate
proceedings and if such Borrower, such Guarantor or such Subsidiary shall have
set aside on its books adequate reserves with respect thereto; and provided further that such
Borrower, such Guarantor or such Subsidiary will pay all such taxes,
assessments, charges, levies or claims forthwith upon the commencement of
proceedings to foreclose any lien that may have attached as security
therefor.  If requested by the Administrative Agent, the Borrowers
will provide evidence of the payment of real estate taxes, other taxes,
assessments and other governmental charges against the Real Estate in the form
of receipted tax bills or other form reasonably acceptable to the Administrative
Agent.

      


                          §8.10.     Inspection of Properties and
Books; Confidentiality.  Each Borrower will, and will cause
each Guarantor to, permit the Lenders, through the Administrative Agent or any
of the Lenders' other designated representatives, to visit and inspect any of
the properties of any Borrower, any Guarantor or any of their respective
Subsidiaries, to examine the books of account of the Borrowers, the Guarantors
and their respective Subsidiaries (and to make copies thereof and extracts
therefrom) and to discuss the affairs, finances and accounts of the Borrowers,
the Guarantors and their respective Subsidiaries with, and to be advised as to
the same by, its officers, all at such reasonable times and intervals as the
Administrative Agent may reasonably request; provided that the
Borrowers shall only be responsible for the costs and expenses incurred by the
Administrative Agent in connection with such inspections after the occurrence
and during the continuance of an Event of Default.  The Administrative
Agent and each Lender agrees to keep any non-public information delivered or
made available by the Borrowers to it confidential from anyone other than
persons employed or retained by the Administrative Agent or such Lender
(including, without limitation, employees, officers, attorneys and other
advisors) who,
in the reasonable determination of the Administrative Agent or such Lender,
reasonably need to know such information and who are or are expected to become
engaged in evaluating, approving, structuring or administering the Loans or
rendering legal advice in connection with the Loans; provided such
employees, officers, attorneys and other advisors agree to keep such information
confidential in accordance with this §8.10; and provided further that nothing
herein shall prevent the Administrative Agent or any Lender or persons employed
or retained by the Administrative Agent or such Lender from disclosing such
information (i) to any other Lender, (ii) to any other person if reasonably
incidental to the administration of the Loans, (iii) upon the order of any court
or administrative agency, (iv) upon the request or demand of any regulatory
agency or authority, (v) which has been publicly disclosed other than as a
result of a disclosure by the Administrative Agent or any Lender which is not
permitted by this Credit Agreement, (vi) in connection with any litigation
to which the Administrative Agent, any Lender, or their respective Affiliates
may be a party, (vii) to the extent reasonably required in connection with the
exercise of any remedy hereunder, (viii) to the Administrative Agent's or such
Lender's Affiliates, legal counsel and independent auditors, (ix) to any actual
or proposed participant or Eligible Assignee of all or part of its rights
hereunder, and (x) as otherwise required by law.

      


                          §8.11.     Compliance with Laws,
Contracts, Licenses, and Permits.  Each Borrower will, and will
cause each Guarantor to, comply with, and will cause each of their respective
Subsidiaries to comply with (a) all applicable laws and regulations now or
hereafter in effect wherever its business is conducted, including, without
limitation, all Environmental Laws and all applicable federal and state
securities laws, (b) the provisions of its partnership agreement and certificate
or corporate charter and other organizational documents, as applicable, (c) all
material agreements and instruments to which it is a party or by which it or any
of its properties may be bound (including the Real Estate and the Leases) and
(d) all applicable decrees, orders, and judgments.  If at any time
while any Loan or Note is outstanding or the Lenders have any obligation to make
Loans hereunder, any Permit shall become necessary or required in order that any
Borrower or any Guarantor may fulfill any of its obligations hereunder or under
any other Loan Document to which it is a party, the Borrowers and the Guarantors
will immediately take or cause to be taken all reasonable steps within the power
of the Borrowers or the Guarantors, as applicable, to obtain such Permit and
furnish the Administrative Agent with evidence thereof.

      


                          §8.12.     Use of
Proceeds.  Subject at all times to the other provisions of this
Credit Agreement the Borrowers will use the proceeds of the Loans and Letters of
Credit to be obtained solely to finance (a) the acquisition, renovation and
construction of self storage facilities, (b) the repayment of Indebtedness (c)
stock repurchases in accordance with §9.7(a) and (d) general working capital
needs.

      


                          §8.13.     Acquisition of Unencumbered
Properties.  In addition to the requirements of §8.5(e), the
Borrowers shall, within seven (7) Business Days of the acquisition of an
Unencumbered Property or the qualification of any Real Estate as an Unencumbered
Property, deliver to the Administrative Agent a certificate from an officer of
the Borrower Representative certifying that such Real Estate satisfies the
requirements for an Unencumbered Property set forth in the definition
thereof.

      



      
        
           


        

        
          28

           


        

        
           


        

      


                          §8.14.     Additional Guarantors;
Solvency of Guarantors.

      


                          (a)     If,
after the Restatement Date, a Subsidiary of any Borrower acquires any Real
Estate in accordance with §8.6 and §8.7 that otherwise qualifies as an
Unencumbered Property but is owned by a Person other than a then Borrower or
Guarantor, the Borrowers shall cause such Person (which Person must be or become
a wholly-owned Subsidiary of SALP or Sovran) to execute and deliver a Guaranty
to the Administrative Agent and the Lenders in substantially the form of Exhibit B hereto
prior to such Real Estate's becoming an Unencumbered Property
hereunder.  Such Guaranty shall evidence consideration and equivalent
value.  The Borrowers will not permit any Guarantor that owns any
Unencumbered Properties to have any Subsidiaries.

      


                          (b)     The
Borrowers shall cause each of the Subsidiary Guarantors to remain solvent and
shall provide each of the Subsidiary Guarantors with such funds and assets as
such Subsidiary Guarantor shall require in the operation of its business, all in
consideration of such Guarantor's execution and delivery of its
Guaranty.

      


                          §8.15.     Further
Assurances.  Each Borrower will, and will cause each Guarantor
to, cooperate with, and to cause each of its Subsidiaries to cooperate with, the
Administrative Agent and the Lenders and execute such further instruments and
documents as the Lenders or the Administrative Agent shall reasonably request to
carry out to their satisfaction the transactions contemplated by this Credit
Agreement and the other Loan Documents.

      


                          §8.16.     Intentionally
Omitted.

      


                          §8.17.     Environmental
Indemnification.  The Borrowers jointly and severally covenant
and agree that they will indemnify and hold the Administrative Agent and each
Lender, and each of their respective Affiliates, harmless from and against any
and all claims, expense, damage, loss or liability incurred by the
Administrative Agent, any Lender, or any such Affiliate (including all
reasonable costs of legal representation incurred by the Administrative Agent or
any Lender, but excluding, as applicable, for the Administrative Agent or a
Lender any claim, expense, damage, loss or liability as a result of the gross
negligence or willful misconduct of the Administrative Agent or such Lender or
any of their respective Affiliates) relating to (a) any Release or threatened
Release of Hazardous Substances on any Real Estate; (b) any violation of any
Environmental Laws with respect to conditions at any Real Estate or the
operations conducted thereon; (c) the investigation or remediation of off-site
locations at which any Borrower, any Guarantor or any of their respective
Subsidiaries or their predecessors are alleged to have directly or indirectly
disposed of Hazardous Substances; or (d) any action, suit, proceeding or
investigation brought or threatened with respect to any Hazardous Substances
relating to Real Estate (including, but not limited to, claims with respect to
wrongful death, personal injury or damage to property).  It is
expressly acknowledged by each Borrower that this covenant of indemnification
shall survive the payment of the Loans and shall inure to the benefit of the
Administrative Agent and the Lenders and their respective Affiliates, their
respective successors, and their respective assigns under the Loan Documents
permitted under this Credit Agreement.


      
        
           


        

        
          29

           


        

        
           


        

      


                          §8.18.     Response
Actions.  Each Borrower covenants and agrees that if any
Release or disposal of Hazardous Substances shall occur or shall have occurred
on any Real Estate owned by it or any of its Subsidiaries, such Borrower will
cause the prompt containment and removal of such Hazardous Substances and
remediation of such Real Estate as necessary to comply with all Environmental
Laws or to preserve the value of such Real Estate.

      


                          §8.19.     Environmental
Assessments.  If the Required Lenders have reasonable grounds
to believe that a Disqualifying Environmental Event has occurred with respect to
any Unencumbered Property, after reasonable notice by the Administrative Agent,
whether or not a Default or an Event of Default shall have occurred, the
Required Lenders may determine that the affected Real Estate no longer qualifies
as an Unencumbered Property; provided that prior
to making such determination, the Administrative Agent shall give the Borrower
Representative reasonable notice and the opportunity to obtain one or more
environmental assessments or audits of such Unencumbered Property prepared by a
hydrogeologist, an independent engineer or other qualified consultant or expert
approved by the Administrative Agent, which approval will not be unreasonably
withheld, to evaluate or confirm (i) whether any Release of Hazardous Substances
has occurred in the soil or water at such Unencumbered Property and (ii) whether
the use and operation of such Unencumbered Property materially complies with all
Environmental Laws (including not being subject to a matter that is a
Disqualifying Environmental Event).  Such assessment will then be used
by the Administrative Agent to determine whether a Disqualifying Environmental
Event has in fact occurred with respect to such Unencumbered
Property.  All such environmental assessments shall be at the sole
cost and expense of the Borrowers.

      


                          §8.20.     Employee Benefit
Plans.

      


                          (a)     In
General.  Each Employee Benefit Plan maintained by any
Borrower, any Guarantor or any of their respective ERISA Affiliates will be
operated in compliance in all material respects with the provisions of ERISA
and, to the extent applicable, the Code, including but not limited to the
provisions thereunder respecting prohibited transactions.

      


                          (b)     Terminability of Welfare
Plans.  With respect to each Employee Benefit Plan maintained
by any Borrower, any Guarantor or any of their respective ERISA Affiliates which
is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of
ERISA, such Borrower, such Guarantor, or any of their respective ERISA
Affiliates, as the case may be, has the right to terminate each such plan at any
time (or at any time subsequent to the expiration of any applicable bargaining
agreement) without liability other than liability to pay claims incurred prior
to the date of termination.

      


                          (c)     Unfunded or Underfunded
Liabilities.  The Borrowers will not, and will not permit any
Guarantor to, at any time, have accruing or accrued unfunded or underfunded
liabilities with respect to any Employee Benefit Plan, Guaranteed Pension Plan
or Multiemployer Plan, or permit any condition to exist under any Multiemployer
Plan that would create a withdrawal liability.

      


                          §8.21.     No Amendments to Certain
Documents.  The Borrowers will not, and will not permit any
Guarantor to, at any time cause or permit its certificate of limited
partnership,

      agreement
of limited partnership, articles of incorporation, by-laws or other
organizational documents, as the case may be, to be modified, amended or
supplemented in any respect whatever, without (in each case) the express prior
written consent or approval of the Required Lenders in their sole discretion, if
such changes would affect Sovran's REIT status or could otherwise reasonably be
expected to have a Material Adverse Effect.

      


                          §8.22.     Exclusive Credit
Facility.  The Borrowers will at all times use this Credit
Agreement as the Borrower's exclusive revolving credit agreement and will not at
any time during the term of this Credit Agreement permit any other revolving
credit agreement to be maintained by any Borrower or any Guarantor.

      


                          §8.23.     Management.  Except
by reason of death or incapacity, at least two (2) of the Key Management
Individuals (as hereinafter defined) shall remain active in the executive and/or
operational management, in their current positions and with their current
responsibilities (or more senior positions with requisite greater
responsibilities), of Sovran; provided, however, if at least
two (2) of the Key Management Individuals are not so active in such positions
and with such responsibilities (except by reason of death or incapacity as
aforesaid), then within ninety (90) days of the occurrence of such event, Sovran
shall propose and appoint such individual(s) of comparable experience,
reputation and otherwise reasonably acceptable to the Required Lenders to such
position(s) such that, after such appointment, such acceptable replacement
individuals, together with the Key Management Individuals remaining so active
with Sovran in such positions and with such responsibilities, total at least two
(2).  For purposes hereof, "Key Management Individuals" shall mean and
include Robert J. Attea, Kenneth F. Myszka and David L. Rogers.

      


                          §8.24.     Financial Covenants under
Note Purchase Agreement.  In the event that any of the
financial covenants contained in the Note Purchase Agreement (the parties hereto
acknowledge and agree that for purposes of this §8.24 the term "financial
covenants" shall be deemed to refer to the covenants set forth in Section 10.8
through 10.20 of the Note Purchase Agreement as of the date hereof) or the
defined terms relevant to such financial covenants are amended or modified by
the parties to said Note Purchase Agreement, or any additional financial
covenant not set forth herein is incorporated into the Note Purchase Agreement
in a manner which is more restrictive on the Borrowers and their Subsidiaries or
more beneficial to the holders of the notes issued under the Note Purchase
Agreement, then and in such event the Borrowers shall concurrently therewith
provide notice to such effect to the Administrative Agent and the Administrative
Agent shall promptly give such notice to the Lenders, and the financial
covenants and the defined terms relevant to such financial covenants set forth
herein shall automatically be deemed amended or modified to the same effect as
in the Note Purchase Agreement, or such additional financial covenants and the
defined terms relevant to such financial covenants shall automatically be deemed
to be incorporated into this Credit Agreement by reference.

      


                §9.     CERTAIN NEGATIVE COVENANTS
OF THE BORROWERS AND THE  GUARANTORS.  Each Borrower
for itself and on behalf of the Guarantors covenants and agrees that, so long as
any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding
or any of the Lenders has any obligation to make any Loans or the Administrative
Agent has any obligation to issue, extend or renew any Letters of
Credit:

      


                          §9.1.     Restrictions on
Indebtedness.

      


                          The
Borrowers and the Guarantors may, and may permit their respective Subsidiaries
to, create, incur, assume, guarantee or be or remain liable for, contingently or
otherwise, any Indebtedness other than:

      


                          (a)     Indebtedness
(excluding the Obligations) which is incurred under a revolving credit facility
or line of credit with another financial institution;

      


                          (b)     Indebtedness
which would result in a Default or Event of Default under §10 hereof or under
any other provision of this Credit Agreement;

      


                          (c)     An
aggregate amount in excess of $1,000,000 at any one time in respect of taxes,
assessments, governmental charges or levies and claims for labor, materials and
supplies for which payment therefor is required to be made in accordance with
the provisions of §8.9 and has not been timely made;

      


                          (d)     An
aggregate amount in excess of $1,000,000 at any one time in respect of uninsured
judgments or awards, with respect to which the applicable periods for taking
appeals have expired, or with respect to which final and unappealable judgments
or awards have been rendered; and

      


                          (e)     Current
unsecured liabilities incurred in the ordinary course of business, which (i) are
overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate
at any one time, and (iii) are not being contested in good faith.

      


                          The
terms and provisions of this §9.1 are in addition to, and not in limitation of,
the covenants set forth in §10 of this Credit Agreement.

      


                          Notwithstanding
anything contained herein to the contrary, the Borrowers and the Guarantors will
not, and will not permit any Subsidiary to, incur any Indebtedness for borrowed
money which, together with other Indebtedness for borrowed money incurred by any
Borrower, any Guarantor, and any Subsidiary since the date of the most recent
compliance certificate delivered to the Administrative Agent in accordance with
this Credit Agreement, exceeds $5,000,000 in the aggregate unless the Borrowers
shall have delivered a compliance certificate in the form of Exhibit D-4 hereto to
the Administrative Agent evidencing covenant compliance at the time of delivery
of the certificate and on a pro-forma basis after giving effect to such proposed
Indebtedness.  The Administrative Agent will use good faith efforts to
cause any compliance certificate delivered under this Credit Agreement to be
delivered to each Lender in accordance with §15.12 and in any event on the same
day or the Business Day following the day such compliance certificate is
received by the Administrative Agent.


      
        
           


        

        
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                          §9.2.     Restrictions on Liens,
Etc.  None of any Borrower, any Guarantor, any Operating
Subsidiary and any wholly-owned Subsidiary will:  (a) create or incur
or suffer to be created or incurred or to exist any lien, encumbrance, mortgage,
pledge, charge, restriction or other security interest of any kind upon any of
its property or assets of any character whether now owned or hereafter acquired,
or upon the income or profits therefrom; (b) transfer any of such property or
assets or the income or profits therefrom for the purpose of subjecting the same
to the payment of Indebtedness or performance of any other obligation in
priority to payment of its general creditors; (c) acquire, or agree or have an
option to acquire, any property or assets upon conditional sale or other title
retention or purchase money security agreement, device or arrangement; (d)
suffer to exist for a period of more than thirty (30) days after the same shall
have been incurred any Indebtedness or claim or demand against it that if unpaid
might by law or upon bankruptcy or insolvency, or otherwise, be given any
priority whatsoever over its general creditors; or (e) sell, assign, pledge or
otherwise transfer any accounts, contract rights, general intangibles, chattel
paper or instruments, with or without recourse (the foregoing items (a) through
(e) being sometimes referred to in this §9.2 collectively as "Liens"), provided that the
Borrowers, the Guarantors and any Subsidiary may create or incur or suffer to be
created or incurred or to exist:

      


                                    (i)     Liens
securing taxes, assessments, governmental charges or levies or claims for labor,
material and supplies, the Indebtedness with respect to which is not prohibited
by §9.1(c);

      


                                    (ii)     deposits
or pledges made in connection with, or to secure payment of, worker's
compensation, unemployment insurance, old age pensions or other social security
obligations; and deposits with utility companies and other similar deposits made
in the ordinary course of business;

      


                                    (iii)     Liens
(other than affecting the Unencumbered Properties) in respect of judgments or
awards, the Indebtedness with respect to which is not prohibited by
§9.1(d);

      


                                    (iv)     encumbrances
on properties consisting of easements, rights of way, covenants, restrictions on
the use of real property and defects and irregularities in the title thereto;
landlord's or lessor's Liens under Leases to which any Borrower, any Guarantor,
or any Subsidiary is a party or bound; purchase options granted at a price not
less than the market value of such property; and other minor Liens or
encumbrances on properties, none of which interferes materially and adversely
with the use of the property affected in the ordinary conduct of the business of
the owner thereof, and which matters (x) do not individually or in the aggregate
have a Material Adverse Effect or (y) do not make title to such property
unmarketable by the conveyancing standards in effect where such property is
located;

      


                                    (v)     any
Leases (excluding Synthetic Leases) entered into good faith with Persons that
are not Affiliates; provided that Leases
with Affiliates on market terms and with monthly market rent payments required
to be paid are Permitted Liens;

      


                                    (vi)     Liens
and other encumbrances or rights of others which exist on the Restatement Date
and which do not otherwise constitute a breach of this Credit
Agreement;

      provided that nothing
in this clause (vi) shall be deemed or construed to permit an Unencumbered
Property to be subject to a Lien to secure Indebtedness;

      


                                    (vii)     as
to Real Estate which is acquired after the Restatement Date, Liens and other
encumbrances or rights of others which exist on the date of acquisition and
which do not otherwise constitute a breach of this Credit Agreement; provided
that nothing in this clause (vii) shall be deemed or construed to permit an
Unencumbered Property to be subject to a Lien to secure
Indebtedness;

      


                                    (viii)     Liens
affecting the Unencumbered Properties in respect of judgments or awards that
have been in force for less than the applicable period for taking an appeal, so
long as execution is not levied thereunder or in respect of which, at the time,
a good faith appeal or proceeding for review is being prosecuted, and in respect
of which a stay of execution shall have been obtained pending such appeal or
review; provided that the
Borrowers shall have obtained a bond or insurance with respect thereto to the
Administrative Agent's reasonable satisfaction, and, provided further, such Lien
does not constitute a Disqualifying Environmental Event, a Disqualifying
Building Event or a Disqualifying Legal Event;

      


                                    (ix)     Liens
securing Indebtedness for the purchase price of capital assets (other than Real
Estate but including Indebtedness in respect of Capitalized Leases for equipment
and other equipment leases) to the extent not otherwise prohibited by §9.1;
and

      


                                    (x)     other
Liens (other than affecting the Unencumbered Properties) in connection with any
Indebtedness permitted under §9.1 which do not otherwise result in a Default or
Event of Default under this Credit Agreement.

      


                          Notwithstanding
the foregoing provisions of this §9.2, the failure of any Unencumbered Property
to comply with the covenants set forth in this §9.2 shall result in such
Unencumbered Property's disqualification as an Unencumbered Property under this
Credit Agreement, but such disqualification shall not by itself constitute a
Default or Event of Default, unless such disqualification causes a Default or an
Event of Default under another provision of this Credit Agreement.

      


                          §9.3.     Restrictions on
Investments.  No Borrower, Guarantor, or Subsidiary will make
or permit to exist or to remain outstanding any Investment except Investments
in:

      


                          (a)     marketable
direct or guaranteed obligations of the United States of America that mature
within one (1) year from the date of purchase;

      


                          (b)     demand
deposits, certificates of deposit, bankers acceptances and time deposits of
United States banks having total assets in excess of
$1,000,000,000;

      


                          (c)     securities
commonly known as "commercial paper" issued by a corporation organized and
existing under the laws of the United States of America or any state thereof
that at the time of purchase have been rated and the ratings for which are not
less than "P 1" if rated by Moody's, and not less than "A 1" if rated by
S&P;


      
        
           


        

        
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                          (d)     Investments
existing on the Restatement Date and listed on Schedule 9.3(d)
hereto;

      


                          (e)     So
long as no Default or Event of Default has occurred and is continuing or would
occur after giving effect thereto, acquisitions of Real Estate consisting of
self storage facilities, warehouses and mini-warehouses and the equity of
Persons whose primary operations consist of the ownership, development,
operation and management of self storage facilities, warehouses and
mini-warehouses; provided, however that (i) the
Borrowers shall not, and shall not permit any Guarantor or any of its
Subsidiaries to, acquire any such Real Estate without the prior written consent
of the Administrative Agent if the environmental investigation for such Real
Estate determines that the potential environmental remediation costs and other
environmental liabilities associated with such Real Estate exceed $200,000; and
(ii) the Borrowers shall not permit any of their Subsidiaries which is not a
Borrower or a Guarantor, or which does not become a Borrower or a Guarantor, to
acquire any Unencumbered Property, and in all cases such Guarantor shall be a
wholly-owned Subsidiary of SALP or Sovran;

      


                          (f)     (i)     any
Investments now or hereafter made in any Subsidiary other than a Designated
Subsidiary;

      


                                    (ii)     any
Investments now or hereafter made in all Designated Subsidiaries identified in
clauses (a) through (e) of the definition of "Designated Subsidiaries," in the
aggregate not to exceed the lesser of (x) 1.5% of Gross Asset Value or
(y) $15,000,000, at any time; and

      


                                    (iii)     Investments
in each of the Designated Subsidiaries identified in clauses (f) through (o) of
the definition of "Designated Subsidiaries," in an amount (including assumed
debt) not greater than that set forth for such Designated Subsidiary in Schedule
7.19, provided, that, in the case of each Designated Subsidiary described in
this clause (iii):

      


                                              (A)     when
the mortgage debt of such Designated Subsidiary is repaid, whether at maturity
or pursuant to a prepayment right or obligation, the Borrowers shall cause such
Designated Subsidiary either (1) to execute and deliver a Subsidiary
Guaranty required by § 8.14 in connection therewith, or (2) transfer
all of the property of such Designated Subsidiary to one of the Borrowers,
and

      


                                              (B)     the
Borrowers will not permit any of such Designated Subsidiaries (1) to
refinance or extend the maturity of any of the mortgage debt assumed by it in
connection with the Cornerstone Acquisition, or (2) to incur any additional
mortgage debt, or (3) to engage in any activity other than the ownership
and operation of the property acquired by it in the Cornerstone
Acquisition;

      


                          (g)     Investments
in respect of (i) equipment, inventory and other tangible personal property
acquired in the ordinary course of business, (ii) current trade and customer
accounts receivable for services rendered in the ordinary course of business and
payable in accordance

      with
customary trade terms, (iii) advances to employees for travel expenses, drawing
accounts and similar expenditures, and (iv) prepaid expenses made in the
ordinary course of business;

      


                          (h)     any
other Investments made in the ordinary course of business and consistent with
past business practices in an aggregate amount not to exceed $10,000,000
outstanding at any time;

      


                          (i)     a
Hedge Agreement or other interest rate hedges in connection with
Indebtedness;

      


                          (j)     shares
of so-called "money market funds" registered with the SEC under the Investment
Company Act of 1940 which maintain a level per-share value, invest principally
in marketable direct or guaranteed obligations of the United States of America
and agencies and instrumentalities thereof, and have total assets in excess of
$50,000,000;

      


                          (k)     Investments
consisting of Distributions permitted under §9.7(a) hereof;

      


                          (l)     Investments
consisting of the Sovran Treasury Stock not to exceed 25% (by value) of the
consolidated assets of Sovran, for purposes of Regulations U and X of the Board
of Governors of the Federal Reserve System (as referred to in §7.17
hereof).  For the avoidance of doubt, Sovran Treasury Stock shall not
be deemed to constitute an asset of the Borrowers for any other purpose
hereunder.

      


                          §9.4.     Merger, Consolidation and
Disposition of Assets.

      


                          None
of any Borrower, any Guarantor, any Operating Subsidiary or any wholly-owned
Subsidiary will:

      


                          (a)     Become
a party to any merger, consolidation or reorganization without the prior written
consent of the Lenders, except that so long as no Default or Event of Default
has occurred and is continuing, or would occur after giving effect thereto, the
merger, consolidation or reorganization of one or more Persons with and into
such Borrower, such Guarantor, or such wholly-owned Subsidiary, shall be
permitted if such action is not hostile, any Borrower, any Guarantor, or any
wholly-owned Subsidiary, as the case may be, is the surviving entity and such
merger, consolidation or reorganization does not cause a breach of §8.14; provided that for any
such merger, consolidation or reorganization (other than (w) the merger or
consolidation of one or more Subsidiaries of SALP with and into SALP, (x) the
merger or consolidation of two or more Subsidiaries of SALP, (y) the merger or
consolidation of one or more Subsidiaries of Sovran with and into Sovran, or (z)
the merger or consolidation of two or more Subsidiaries of Sovran), the
Borrowers shall provide to the Administrative Agent a statement in the form of
Exhibit D-5
hereto signed by the chief financial officer or treasurer of the Borrower
Representative and setting forth in reasonable detail computations evidencing
compliance with the covenants contained in §10 hereof and certifying that no
Default or Event of Default has occurred and is continuing, or would occur and
be continuing after giving effect to such merger, consolidation or
reorganization and all liabilities, fixed or contingent, pursuant
thereto;


      
        
           


        

        
          32

           


        

        
           


        

      


                          (b)     Sell,
transfer or otherwise dispose of (collectively and individually, "Sell" or a
"Sale") or grant a Lien to secure Indebtedness (an "Indebtedness Lien") on any
of its now owned or hereafter acquired assets without obtaining the prior
written consent of the Required Lenders except for:

      


                                    (i)     the
Sale of or granting of an Indebtedness Lien on any Unencumbered Property so long
as no Default or Event of Default has then occurred and is continuing, or would
occur and be continuing after giving effect to such Sale or Indebtedness Lien;
provided, that prior to
any Sale of any Unencumbered Property or the granting of an Indebtedness Lien on
any Unencumbered Property under this clause (i), the Borrowers shall provide to
the Administrative Agent a certificate in the form of Exhibit D-6 hereto
signed by the chief financial officer or treasurer of the Borrower
Representative and setting forth in reasonable detail computations evidencing
compliance with the covenants contained in §10 hereof and certifying that no
Default or Event of Default has occurred and is continuing, or would occur and
be continuing after giving effect to such proposed Sale or Indebtedness Lien and
all liabilities, fixed or contingent, pursuant thereto; and

      


                                    (ii)     the
Sale of or the granting of an Indebtedness Lien on any of its now owned or
hereafter acquired assets (other than any Unencumbered Property) so long as no
Event of Default has then occurred and is continuing and no Default or Event of
Default would occur and be continuing after giving effect to such Sale or
Indebtedness Lien and all other Sales (to be) made and Indebtedness Liens (to
be) granted under this clause (ii); provided, that (x) if
such Sale or Indebtedness Lien is made or granted under this clause (ii) while a
Default is continuing, such Sale or Indebtedness Lien (together with other Sales
and Indebtedness Liens under this clause (ii)) cures (or would cure) such
Default before it becomes an Event of Default, (y) if multiple Sales or
grantings of Indebtedness Liens are undertaken pursuant to the foregoing
subclause (x) to cure a Default, the Borrowers shall apply the net proceeds of
each such Sale or Indebtedness Lien remaining after application to such cure to
the repayment of the Loans until such Default has been fully cured, and (z)
prior to the Sale of any asset or the granting of an Indebtedness Lien on any
asset under this clause (ii), the Borrowers shall provide to the Administrative
Agent a statement in the form of Exhibit D-6 hereto
signed by the chief financial officer or treasurer of the Borrower
Representative and setting forth in reasonable detail computations evidencing
compliance with the covenants contained in §10 hereof and certifying that no
Default or Event of Default would occur and be continuing after giving effect to
all such proposed Sales or Indebtedness Liens and all liabilities, fixed or
contingent, pursuant thereto.

      


                          §9.5.     Sale and
Leaseback.  The Borrowers will not, and will not permit any
Guarantor or any of their respective Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby any Borrower, any Guarantor or any
of their respective Subsidiaries shall sell or transfer any property owned by it
in order then or thereafter to lease such property.

      


                          §9.6.     Compliance with
Environmental Laws.  No Borrower, Guarantor, or Subsidiary will
do any of the following:  (a) use any of the Real Estate or any
portion thereof as a facility for the handling, processing, storage or disposal
of Hazardous Substances except for quantities of Hazardous Substances used in
the ordinary course of business and in compliance with all applicable
Environmental Laws, (b) cause or permit to be located on any of the Real
Estate
any underground tank or other underground storage receptacle for Hazardous
Substances except in full compliance with Environmental Laws, (c) generate any
Hazardous Substances on any of the Real Estate except in full compliance with
Environmental Laws, or (d) conduct any activity at any Real Estate or use any
Real Estate in any manner so as to cause a Release or a violation of any
Environmental Law; provided that a
breach of this covenant shall result in the exclusion of the affected Real
Estate from the calculation of the covenants set forth in §10, but shall only
constitute an Event of Default under §13.1(c) hereof if such breach has a
material adverse effect on the Borrowers and their Subsidiaries, taken as a
whole, or materially impairs the ability of the Borrowers to fulfill their
obligations to the Lenders under this Credit Agreement.

      


                          §9.7.     Distributions.  (a)
The Borrowers will not in any period of four (4) consecutive completed fiscal
quarters make (i) any Distributions in such period in excess of 95% of Funds
from Operations for such period, or (ii) any Distributions during any period
when any Event of Default has occurred and is continuing; provided, however,
that the Borrowers may at all times make Distributions to the extent (after
taking into account all available funds of Sovran from all other sources)
required in order to enable Sovran to continue to qualify as a REIT; and provided further
that, subject to the requirements §9.3(k), the Borrowers will not at any time
from the Restatement Date through the latest Maturity Date make Distributions in
connection with the purchase, redemption or retirement of capital stock of
Sovran that exceed (x) $6,000,000 in any fiscal quarter, (y) $15,000,000 in the
aggregate in any fiscal year or (z) the sum of $50,000,000 plus an amount equal to 12
1/2% of the Net Cash Proceeds to Sovran resulting from the sale of any equity
securities of Sovran in the aggregate.  Such repurchased Sovran
capital stock shall be then either held by Sovran as Sovran Treasury Stock,
reissued, or cancelled.

      


                          (b)     Sovran
will not, during any period when any Event of Default has occurred and is
continuing, make any Distributions in excess of the Distributions required to be
made by Sovran in order to maintain its status as a REIT.

      


                          §9.8.     Employee Benefit
Plans.  None of any Borrower, any Guarantor or any ERISA
Affiliate will:

      


                          (a)     engage
in any "prohibited transaction" within the meaning of §406 of ERISA or §4975 of
the Code which could result in a material liability for any Borrower, any
Guarantor or any of their respective Subsidiaries; or

      


                          (b)     permit
any Guaranteed Pension Plan to incur an "accumulated funding deficiency", as
such term is defined in §302 of ERISA, whether or not such deficiency is or may
be waived; or

      


                          (c)     fail
to contribute to any Guaranteed Pension Plan to an extent which, or terminate
any Guaranteed Pension Plan in a manner which, could result in the imposition of
a lien or encumbrance on the assets of any Borrower, any Guarantor or any of
their respective Subsidiaries pursuant to §302(f) or §4068 of ERISA;
or


      
        
           


        

        
          33

           


        

        
           


        

      


                          (d)     amend
any Guaranteed Pension Plan in circumstances requiring the posting of security
pursuant to §307 of ERISA or §401(a)(29) of the Code; or

      


                          (e)     permit
or take any action which would result in the aggregate benefit liabilities (with
the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding the
value of the aggregate assets of such Plans, disregarding for this purpose the
benefit liabilities and assets of any such Plan with assets in excess of benefit
liabilities.

      


                          §9.9.     Fiscal
Year.  The Borrowers will not, and will not permit the
Guarantors or any of their respective Subsidiaries to, change the date of the
end of its fiscal year from that set forth in §7.5.

      


                          §9.10.     Negative
Pledge.  Except for Section 10.2 of the Note Purchase Agreement
as in effect on the date hereof, from and after the date hereof, neither any
Borrower nor any Guarantor will, and will not permit any Subsidiary to, enter
into any agreement containing any provision prohibiting the creation or
assumption of any Lien upon its properties (other than prohibitions on liens for
particular assets (other than an Unencumbered Property) set forth in a security
instrument in connection with Indebtedness for such assets and the granting or
effect of such liens does not otherwise constitute a Default or Event of
Default), revenues or assets, whether now owned or hereafter acquired, or
restricting the ability of the Borrowers or the Guarantors to amend or modify
this Credit Agreement or any other Loan Document.

      


                §10.     FINANCIAL COVENANTS OF THE
BORROWERS.  Each of the Borrowers covenants and agrees that, so
long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding or the Lenders have any obligation to make any Loans or the
Administrative Agent has any obligation to issue, extend or renew any Letters of
Credit:

      


                          §10.1.     Leverage
Ratio.  As at the end of any fiscal quarter or other date of
measurement, the Borrowers shall not permit the Leverage Ratio to exceed
55%.

      


                          §10.2.     Secured
Indebtedness.  As at the end of any fiscal quarter or other
date of measurement, the Borrowers shall not permit Consolidated Secured
Indebtedness to exceed 25% of Gross Asset Value.

      


                          §10.3.     Tangible Net
Worth.  As at the end of any fiscal quarter or any other date
of measurement, the Borrowers shall not permit Consolidated Tangible Net Worth
to be less than the sum of (a) $490,000,000, plus (b) 80% of the sum of (i) the
Net Cash Proceeds received by Sovran in connection with any offering of stock in
Sovran and (ii) the aggregate value of operating units issued by SALP in
connection with asset or stock acquisitions (valued at the time of issuance by
reference to the terms of the agreement pursuant to which such units are
issued), in each case after the Restatement Date and on or prior to the date
such determination of Consolidated Tangible Net Worth is made.


      
        
           


        

        
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                          §10.4.     Debt Service
Coverages.

      


                          (a)     Debt Service
Coverage.  As at the end of any fiscal quarter or other date of
measurement, the Borrowers shall not permit Consolidated Adjusted EBITDA for the
two (2) most recent, complete, consecutive fiscal quarters to be less than two
(2) times the difference between Consolidated Fixed Charges and Preferred
Dividends for such period.

      


                          (b)     Fixed Charge
Coverage.  As at the end of any fiscal quarter or other date of
measurement, the Borrowers shall not permit Consolidated Adjusted EBITDA for the
two (2) most recent, complete, consecutive fiscal quarters to be less than (i)
one and three quarters (1.75) times (ii)
Consolidated Fixed Charges for the two (2) most recent, complete, consecutive
fiscal quarters.

      


                          §10.5.     Unimproved
Land.  As at the end of any fiscal quarter or other date of
measurement, the Borrowers shall not permit the book value of Unimproved Land to
exceed 10% of Gross Asset Value.

      


                          §10.6.     Construction-in-Process.  As
at the end of any fiscal quarter or other date of measurement, the Borrowers
shall not permit the aggregate Budgeted Project Costs of all
Construction-in-Process to exceed 10% of Gross Asset Value.

      


                          §10.7.     Promissory
Notes.  As at the end of any fiscal quarter or other date of
measurement, the Borrowers shall not permit the book value of Indebtedness of
third parties to the Borrowers or their Subsidiaries or the pro-rata share
allocable to Partially-Owned Entities for borrowed money or other cash or cash
equivalents, whether secured or unsecured, to exceed 10% of Gross Asset
Value.

      


                          §10.8.     Unimproved Land,
Construction-in-Process and Notes.  As at the end of any fiscal
quarter or other date of measurement, the Borrowers shall not permit (a) the sum
of (i) the book value of Unimproved Land, plus (ii) the aggregate Budgeted
Project Costs of all Construction-in-Process, plus (iii) the book value of
Indebtedness of third parties to the Borrowers or their Subsidiaries or the
pro-rata share allocable to Partially-Owned Entities for borrowed money or other
cash or cash equivalents, whether secured or unsecured, to exceed (b) 20% of
Gross Asset Value.

      


                          §10.9.     Joint Venture Ownership
Interest.  As at the end of any fiscal quarter or other date of
measurement, the Borrowers shall not permit Joint Venture Ownership Interest
Value to exceed 10% of Gross Asset Value.

      


                          §10.10.     Unhedged Variable Rate
Debt.  As at the end of any fiscal quarter, the Borrowers shall
not permit the value of Unhedged Variable Rate Debt to exceed 20% of Gross Asset
Value for any two (2) consecutive fiscal quarters.

      


                          §10.11.     Unsecured
Indebtedness.  As at the end of any fiscal quarter or other
date of measurement, the Borrowers shall not permit Consolidated Unsecured
Indebtedness to exceed 55% of aggregate Capitalized Unencumbered Property Value
for all Unencumbered Properties.


      
        
           


        

        
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      For
purposes of this calculation, to the extent that the annualized aggregate
Capitalized Unencumbered Property Value for all Unencumbered Properties
attributable to Unencumbered Properties subject to Ground Leases would exceed
10% of the Capitalized Unencumbered Property Value, such excess shall be
excluded.

      


                          §10.12.     Unencumbered Property Debt
Service Coverage.  As at the end of any fiscal quarter or other
date of measurement, the Borrowers shall not permit the aggregate Adjusted
Unencumbered Property NOI for all Unencumbered Properties for the two (2) most
recent, complete, consecutive fiscal quarters to be less than two (2) times Consolidated
Assumed Amortizing Unsecured Debt Service Charges.

      


                          §10.13.     Covenant
Calculations.

      


                          (a)     For
purposes of the calculations to be made pursuant to §§10.1-10.12 (and the
defined terms relevant thereto, including, without limitation, those relating to
"fixed charges" or "debt service"), references to Indebtedness or liabilities of
the Borrowers shall mean Indebtedness or liabilities (including, without
limitation, Consolidated Total Liabilities) of the Borrowers, plus (but without
double-counting):

      


                                    (i)     all
Indebtedness or liabilities of the Operating Subsidiaries, the Guarantors and
any other wholly-owned Subsidiary (excluding any such Indebtedness or
liabilities owed to the Borrowers or any Guarantor),

      


                                    (ii)     all
Indebtedness or liabilities of each Partially-Owned Entity (including
Capitalized Leases), but only to the extent, if any, that said Indebtedness or
liability (or a portion thereof) is Recourse to any of the Borrowers, the
Guarantors or their respective Subsidiaries or any of their respective assets
(other than their respective interests in such Partially-Owned Entity),
and

      


                                    (iii)     Indebtedness
or liabilities of each Partially-Owned Entity to the extent of the pro-rata
share of such Indebtedness or liability allocable to any of the Borrowers, the
Guarantors or their respective Subsidiaries, if the Indebtedness or liability of
such Partially-Owned Entity (or a portion thereof) is Without Recourse to such
Person or its assets (other than its interest in such Partially-Owned
Entity).

      


                          (b)     For
purposes of §§10.1, 10.2, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11
hereof, Consolidated Adjusted EBITDA and Adjusted Unencumbered Property NOI (and
all defined terms and calculations using such terms) shall be adjusted to (i)
deduct the actual results of any Real Estate disposed of by a Borrower, a
Guarantor or any of their respective Subsidiaries during the relevant fiscal
period, and (ii) include the pro forma results of any Real Estate acquired by a
Borrower, a Guarantor or any of their respective Subsidiaries during the
relevant fiscal period, with such pro forma results being calculated by (x)
using the Borrowers' pro forma projections for such acquired property, subject
to the Administrative Agent's reasonable approval, if such property has been
owned by a Borrower, a Guarantor or any of their respective Subsidiaries for
less than one complete fiscal quarter or (y) using the actual results for such
acquired property and adjusting such results for the appropriate period of time
required by the
applicable financial covenant, if such property has been owned by a Borrower, a
Guarantor or any of their respective Subsidiaries for at least one complete
fiscal quarter.

      


                          (c)     For
purposes of §§10.1-10.12 hereof, Consolidated Adjusted EBITDA (and the defined
terms and calculations using such term) shall be adjusted, to the extent
applicable, to include the pro rata share of results attributable to the
Borrowers from unconsolidated Subsidiaries of the Borrowers and their respective
Subsidiaries and from unconsolidated Partially-Owned Entities.

      


                §11.     CONDITIONS TO THE
RESTATEMENT DATE.  The obligations of the Lenders to make the
Term Loan and the initial Revolving Credit Loans, and the Administrative Agent
to issue any Letters of Credit, shall be subject to the satisfaction of the
following conditions precedent:

      


                          §11.1.     Loan
Documents.  Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto and shall be in full
force and effect.

      


                          §11.2.     Certified Copies of
Organization Documents.  The Administrative Agent shall have
received from each Borrower, Holdings and each Subsidiary Guarantor a copy,
certified as of the Restatement Date by a duly authorized officer of such Person
(or its general partner, in the case of SALP), to be true and complete, of each
of its certificate of limited partnership, agreement of limited partnership,
incorporation documents, by-laws, and/or other organizational documents as in
effect on the Restatement Date, along with any other organization documents of
any Borrower (and its general partner, in the case of SALP), Holdings or a
Subsidiary Guarantor, as the case may be, and each as in effect on the date of
such certification.

      


                          §11.3.     Resolutions.  All
action on the part of the Borrowers, Holdings and the Subsidiary Guarantors
necessary for the valid execution, delivery and performance by the Borrowers and
Holdings of this Credit Agreement and the other Loan Documents to which any of
them is or is to become a party shall have been duly and effectively taken, and
evidence thereof satisfactory to the Lenders shall have been provided to the
Administrative Agent.

      


                          §11.4.     Incumbency Certificate;
Authorized Signers.  The Administrative Agent shall have
received from each of the Borrowers, Holdings and the Subsidiary Guarantors an
incumbency certificate, dated as of the Restatement Date, signed by a duly
authorized officer such Person and giving the name of each individual who shall
be authorized:  (a) to sign, in the name and on behalf of such Person,
each of the Loan Documents to which such Person is or is to become a party; (b)
in the case of the Borrower Representative, to make Completed Revolving Credit
Loan Requests and Conversion Requests on behalf of the Borrowers; and (c) in the
case of the Borrower Representative, to give notices and to take other action on
behalf of the Borrowers and the Guarantors under the Loan
Documents.

      


                          §11.5.     Intentionally
Omitted.

      


                          §11.6.     Certificates of
Insurance.  The Administrative Agent shall have received (a)
current certificates of insurance as to all of the insurance maintained by each
Borrower and their
respective Subsidiaries on the Real Estate (including flood insurance if
necessary) from the insurer or an independent insurance broker, identifying
insurers, types of insurance, insurance limits, and policy terms; and (b) such
further information and certificates from the Borrowers, their insurers and
insurance brokers as the Administrative Agent may reasonably
request.

      


                          §11.7.     Intentionally
Omitted.

      


                          §11.8.     Opinion of Counsel
Concerning Organization and Loan Documents.  Each of the
Lenders and the Agents shall have received favorable opinions addressed to the
Lenders and the Agents in form and substance satisfactory to the Lenders and the
Agents from Phillips Lytle LLP, as counsel to the Borrowers and their respective
Subsidiaries with respect to New York law and certain matters of Delaware
corporate law and Maryland corporate law.

      


                          §11.9.     Tax and Securities Law
Compliance.  Each of the Lenders and the Agents shall also have
received from Phillips Lytle LLP, as counsel to the Borrowers, a favorable
opinion addressed to the Lenders and the Agents, in form and substance
satisfactory to each of the Lenders and the Agents, with respect to the
qualification of Sovran as a REIT and certain other tax and securities laws
matters.

      


                          §11.10.     Guaranties.  Each
of the Guaranties to be executed and delivered on the Restatement Date shall
have been duly executed and delivered by the Guarantor thereunder.

      


                          §11.11.     Certifications from
Government Officials.  The Administrative Agent shall have
received certifications from government officials evidencing the legal
existence, good standing and foreign qualification of each Borrower and each
Guarantor, along with a certified copy of the certificate of limited
partnership, certificate of incorporation or other comparable organizational
document of each Borrower and each Guarantor, all as of the most recent
practicable date.

      


                          §11.12.     Proceedings and
Documents.  All proceedings in connection with the transactions
contemplated by this Credit Agreement, the other Loan Documents and all other
documents incident thereto shall be satisfactory in form and substance to each
of the Lenders and to the Administrative Agent's counsel, and the Administrative
Agent, each of the Lenders and such counsel shall have received all information
and such counterpart originals or certified or other copies of such documents as
the Administrative Agent may reasonably request.

      


                          §11.13.     Fees.  The
Borrowers shall have paid to the Administrative Agent, for the accounts of the
Lenders or for its own account, as applicable, all of the fees and expenses that
are due and payable as of the Restatement Date in accordance with this Credit
Agreement and the Fee Letter.

      


                          §11.14.     Compliance
Certificate.  The Borrowers shall have delivered a compliance
certificate in the form of Exhibit D-7 hereto
evidencing compliance with the covenants set forth in §10 hereof after giving
pro forma effect to the transactions contemplated by this Credit
Agreement.


      
        
           


        

        
          36

           


        

        
           


        

      


                          §11.15.     Existing
Indebtedness.  The existing of record indebtedness of the
Borrowers under the Existing Credit Agreement shall have been satisfied in full
or will be satisfied in full with the proceeds of the Term Loan and the initial
Revolving Credit Loan.

      


                          §11.16.     Subsequent
Guarantors.  As a condition to the effectiveness of any
subsequent Guaranty, each subsequent Guarantor shall deliver such documents,
agreements, instruments and opinions as the Administrative Agent shall require
as to such Guarantor and the Unencumbered Property owned by such Guarantor that
are analogous to the deliveries made by the Guarantors as of the Restatement
Date pursuant to §11.2 through §11.8, §11.10 and §11.11.

      


                          §11.17.     No Material Adverse
Effect.  There shall not have occurred or become known to the
Administrative Agent or any of the Lenders any event, condition, change,
circumstance, effect or state of facts that, individually or in the aggregate
has had or could reasonably be expected to have a Material Adverse
Effect.

      


                          §11.18.     Other
Information.  The Administrative Agent shall have received such
other documents, agreements and instruments as the Administrative Agent on
behalf of the Lenders may reasonably request.

      


                12.     CONDITIONS TO ALL
BORROWINGS.  The obligations of the Lenders to make any Loan,
including the Revolving Credit Loan and the Term Loan, and of the Administrative
Agent to issue, extend or renew any Letter of Credit, in each case whether on or
after the Restatement Date, shall also be subject to the satisfaction of the
following conditions precedent:

      


                          §12.1.     Representations True; No
Event of Default; Compliance Certificate.  Each of the
representations and warranties of the Borrowers and the Guarantors contained in
this Credit Agreement, the other Loan Documents or in any document or instrument
delivered pursuant to or in connection with this Credit Agreement shall be true
as of the date as of which they were made and shall also be true at and as of
the time of the making of each Loan or the issuance, extension or renewal of
such Letter of Credit, with the same effect as if made at and as of that time
(except to the extent that such representations and warranties relate expressly
to an earlier date); and no Default or Event of Default under this Credit
Agreement shall have occurred and be continuing on the date of any Completed
Revolving Credit Loan Request or on the Drawdown Date of any Loan or on the date
of the issuance, extension or renewal of such Letter of Credit.  The
Administrative Agent shall have received a certificate of the Borrowers signed
by an authorized officer of the Borrower Representative as provided in
§2.4(iv)(c).

      


                          §12.2.     No Legal
Impediment.  No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of the Administrative Agent or any Lender would make it illegal for any Lender
to make such Loan or to participate in the issuance, extension or renewal of
such Letter of Credit.

      


                          §12.3.     Governmental
Regulation.  Each Lender shall have received such statements in
substance and form reasonably satisfactory to such Lender as such Lender shall
require for the purpose of compliance with any applicable regulations of the
Comptroller of the Currency or the Board of Governors of the Federal Reserve
System.


      
        
           


        

        
          37

           


        

        
           


        

      


      


                §13.    EVENTS OF DEFAULT;
ACCELERATION; ETC.

      


                          §13.1.     Events of Default and
Acceleration.  If any of the following events ("Events of
Default") shall occur:

      


                          (a)     the
Borrowers shall fail to pay any principal of the Loans or any Reimbursement
Obligation when the same shall become due and payable, whether at the stated
date of maturity or any accelerated date of maturity or at any other date fixed
for payment (including, without limitation, amounts due under
§3.5);

      


                          (b)     the
Borrowers shall fail to pay any interest on the Loans, or any other sums due
hereunder or under any of the other Loan Documents (including, without
limitation, amounts due under §8.17) when the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of maturity or at
any other date fixed for payment, and such failure continues for five (5)
days;

      


                          (c)     any
Borrower or any Guarantor or any of their respective Subsidiaries shall fail to
comply with any of their respective covenants contained in §§8.1, 8.6, 8.7, 8.8,
8.9, 8.12, 8.21, 8.22, 8.23, 9 or 10;

      


                          (d)     any
Borrower or any Guarantor or any of their respective Subsidiaries shall fail to
perform any other term, covenant or agreement contained herein or in any other
Loan Document (other than those specified elsewhere in this §13) and such
failure continues for thirty (30) days;

      


                          (e)     any
representation or warranty of any Borrower or any Guarantor or any of their
respective Subsidiaries in this Credit Agreement or any of the other Loan
Documents or in any other document or instrument delivered pursuant to or in
connection with this Credit Agreement shall prove to have been false in any
material respect upon the date when made or deemed to have been made or
repeated;

      


                          (f)     any
Borrower or any Guarantor or any of their respective Subsidiaries shall
(i) fail to pay at maturity, or within any applicable period of grace, any
obligation for borrowed money or credit received or in respect of any
Capitalized Leases (x) in respect of any Recourse obligations or credit or (y)
in respect of any Without Recourse obligations or credit which total in an
aggregate amount in excess of $7,500,000; or (ii) fail to observe or perform any
material term, covenant or agreement contained in any agreement by which it is
bound, evidencing or securing borrowed money or credit received or in respect of
any Capitalized Leases (x) in respect of any Recourse obligations or credit or
(y) in respect of any Without Recourse obligations or credit in an aggregate
amount in excess of $7,500,000, in either case for such period of time (after
the giving of appropriate notice if required) as would permit the holder or
holders thereof or of any obligations issued thereunder to accelerate the
maturity thereof, or an "Event of Default" shall occur and be continuing under
the Note Purchase Agreement that permits acceleration; or (iii) default in
any payment obligation under a Hedge Agreement, and such default shall
continue

      after
any applicable grace period contained in such Hedge Agreement or any other
agreement or instrument relating thereto.

      


                          (g)     any
Borrower, any Guarantor or any of their respective Subsidiaries shall make an
assignment for the benefit of creditors, or admit in writing its inability to
pay or generally fail to pay its debts as they mature or become due, or shall
petition or apply for the appointment of a trustee or other custodian,
liquidator or receiver of any Borrower, any Guarantor or any of their respective
Subsidiaries or of any substantial part of the properties or assets of any
Borrower, any Guarantor or any of their respective Subsidiaries or shall
commence any case or other proceeding relating to any Borrower, any Guarantor or
any of their respective Subsidiaries under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation or
similar law of any jurisdiction, now or hereafter in effect, or shall take any
action to authorize or in furtherance of any of the foregoing, or if any such
petition or application shall be filed or any such case or other proceeding
shall be commenced against any Borrower, any Guarantor or any of their
respective Subsidiaries and (i) any Borrower, any Guarantor or any of their
respective Subsidiaries shall indicate its approval thereof, consent thereto or
acquiescence therein or (ii) any such petition, application, case or other
proceeding shall continue undismissed, or unstayed and in effect, for a period
of sixty (60) days;

      


                          (h)     a
decree or order is entered appointing any trustee, custodian, liquidator or
receiver or adjudicating any Borrower, any Guarantor or any of their respective
Subsidiaries bankrupt or insolvent, or approving a petition in any such case or
other proceeding, or a decree or order for relief is entered in respect of any
Borrower, any Guarantor or any of their respective Subsidiaries in an
involuntary case under federal bankruptcy laws as now or hereafter
constituted;

      


                          (i)     there
shall remain in force, undischarged, unsatisfied and unstayed, for more than
thirty (30) days, whether or not consecutive, any uninsured final judgment
against any Borrower, any Guarantor or any of their respective Subsidiaries
that, with other outstanding uninsured final judgments, undischarged,
unsatisfied and unstayed, against any Borrower, any Guarantor or any of their
respective Subsidiaries exceeds in the aggregate $1,000,000;

      


                          (j)     any
of the Loan Documents or any material provision of any Loan Documents shall be
cancelled, terminated, revoked or rescinded otherwise than in accordance with
the terms thereof or with the express prior written agreement, consent or
approval of the Required Lenders (or all Lenders if required under §26), or any
Guaranty shall be cancelled, terminated, revoked or rescinded at any time or for
any reason whatsoever, or any action at law, suit or in equity or other legal
proceeding to make unenforceable, cancel, revoke or rescind any of the Loan
Documents shall be commenced by or on behalf of any Borrower or any of its
Subsidiaries or any Guarantor or any of its Subsidiaries, or any court or any
other governmental or regulatory authority or agency of competent jurisdiction
shall make a determination that, or issue a judgment, order, decree or ruling to
the effect that, any one or more of the Loan Documents is illegal, invalid or
unenforceable as to any material terms thereof;

      


                          (k)     any
"Event of Default" or default (after notice and expiration of any period of
grace, to the extent provided, and if none is specifically provided, then for a
period of thirty (30) days
after notice), as defined or provided in any of the other Loan Documents, shall
occur and be continuing;

      


                          (l)     any
Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed
Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding
$500,000, or any Borrower or any ERISA Affiliate is assessed withdrawal
liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring
aggregate annual payments exceeding $500,000, or any of the following occurs
with respect to a Guaranteed Pension Plan:  (i) an ERISA Reportable
Event, or a failure to make a required installment or other payment (within the
meaning of §302(f)(1) of ERISA), provided that the
Administrative Agent determines in its reasonable discretion that such event (A)
could be expected to result in liability of any Borrower or any of their
respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an
aggregate amount exceeding $500,000, and (B) could constitute grounds for the
termination of such Guaranteed Pension Plan by the PBGC, for the appointment by
the appropriate United States District Court of a trustee to administer such
Guaranteed Pension Plan or for the imposition of a lien in favor of such
Guaranteed Pension Plan; or (ii) the appointment by a United States District
Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the
institution by the PBGC of proceedings to terminate such Guaranteed Pension
Plan; or

      


                          (m)     (i)     any
person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) of (a) 20% or more of the outstanding shares
of common stock of Sovran, or (b) 33% or more in the aggregate of the
outstanding limited partnership interests of SALP (other than by Sovran and its
wholly-owned Subsidiaries); (ii) Holdings ceasing to be the sole general partner
and sole investment manager of SALP; (iii) Sovran and its wholly-owned
Subsidiaries cease to beneficially own 100% of the capital stock of Holdings; or
(iv) during any period of twelve consecutive calendar months, individuals who
were directors of Sovran on the first day of such period (together with
directors whose election by the Board of Directors or whose nomination for
election by Sovran's stockholders was approved by a vote of at least two-thirds
of the members of the Board of Directors then in office who either were members
of the Board of Directors on the Restatement Date or whose election or
nomination for election was previously so approved) shall cease to constitute a
majority of the board of directors of Sovran;

      


      then,
and in any such event, so long as the same may be continuing, the Administrative
Agent may, and upon the request of the Required Lenders shall, by notice in
writing to the Borrowers, declare all amounts owing with respect to this Credit
Agreement, the Notes and the other Loan Documents to be, and they shall
thereupon forthwith become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by each Borrower and each Guarantor; provided that in the
event of any Event of Default specified in §13.1(g) or §13.1(h), all such
amounts shall become immediately due and payable automatically and without any
requirement of notice from any of the Lenders or the Administrative Agent or
action by the Lenders or the Administrative Agent.

      


                          §13.2.     Termination of
Commitments.  If any one or more Events of Default specified in
§13.1(g) or §13.1(h) shall occur, any unused portion of the Commitments
hereunder shall
forthwith terminate and the Lenders shall be relieved of all obligations to make
Loans to the Borrowers.  If any other Event of Default shall have
occurred and be continuing, whether or not the Lenders shall have accelerated
the maturity of the Loans pursuant to §13.1, the Administrative Agent may, and
upon the request of the Required Lenders shall, by notice to the Borrowers,
terminate the unused portion of the credit hereunder, and upon such notice being
given such unused portion of the credit hereunder shall terminate immediately
and each of the Lenders shall be relieved of all further obligations to make
Loans.  No such termination of the credit hereunder shall relieve any
Borrower or any Guarantor of any of the Obligations or any of its existing
obligations to the Lenders arising under other agreements or
instruments.

      


                          §13.3.     Remedies.  In
the event that one or more Events of Default shall have occurred and be
continuing, whether or not the Lenders shall have accelerated the maturity of
the Loans pursuant to §13.1, the Required Lenders if owed any Obligations may
direct the Administrative Agent to proceed to protect and enforce the rights and
remedies of the Administrative Agent and the Lenders under this Credit
Agreement, the Notes, any or all of the other Loan Documents or under applicable
law by suit in equity, action at law or other appropriate proceeding (including
for the specific performance of any covenant or agreement contained in this
Credit Agreement or the other Loan Documents or any instrument pursuant to which
the Obligations are evidenced and the obtaining of the appointment of a
receiver) and, if any amount shall have become due, by declaration or otherwise,
proceed to enforce the payment thereof or any other legal or equitable right or
remedy of the Administrative Agent and the Lenders under the Loan Documents or
applicable law.  No remedy herein conferred upon the Lenders or the
Administrative Agent or the holder of any Note or purchaser of any Letter of
Credit Participation is intended to be exclusive of any other remedy and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or under any of the other Loan Documents or now or
hereafter existing at law or in equity or by statute or any other provision of
law.

      


                          §13.4.     Distribution of
Proceeds.  In the event that, following the occurrence or
during the continuance of any Default or Event of Default, the Administrative
Agent or any Lender, as the case may be, receives any monies from the Borrowers
or in connection with the enforcement of any the Guaranties, such monies shall
be distributed for application as follows:

      


                          (a)     First,
to the payment of, or (as the case may be) the reimbursement of the
Administrative Agent for or in respect of all reasonable costs, expenses,
disbursements and losses which shall have been incurred or sustained by the
Administrative Agent in connection with the collection of such monies by the
Administrative Agent, for the exercise, protection or enforcement by the
Administrative Agent of all or any of the rights, remedies, powers and
privileges of the Administrative Agent or the Lenders under this Credit
Agreement or any of the other Loan Documents or in support of any provision of
adequate indemnity to the Administrative Agent against any taxes or liens which
by law shall have, or may have, priority over the rights of the Administrative
Agent to such monies;

      


                          (b)     Second,
to all other Obligations in such order or preference as the Required Lenders may
determine; provided, however, that (i)
distributions shall be made (A) pari passu among
Obligations with respect to the Administrative Agent's Administration Fee
payable pursuant
to §4.1 and all other Obligations and (B) with respect to each type of
Obligation owing to the Lenders, such as interest, principal, fees and expenses,
among the Lenders pro rata, and (ii) the Administrative Agent may in its
discretion make proper allowance to take into account any Obligations not then
due and payable;

      


                          (c)     Third,
the excess, if any, shall be returned to the Borrowers or to such other Persons
as are entitled thereto.

      


                §14.     SET
OFF.  Borrowers and each Guarantor hereby grants to the
Administrative Agent, for the ratable benefit of the Lenders, a continuing lien,
security interest and right of setoff as security for all liabilities and
obligations to the Lenders, whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of the Administrative Agent or any
entity under the control of M&T Bank and its successors and assigns or in
transit to any of them.  Without demand or notice to the extent
permitted by applicable law, during the continuance of any Event of Default, any
deposits (general or specific, time or demand, provisional or final, regardless
of currency, maturity, or the branch at which such deposits are held, but
specifically excluding tenant security deposits, other fiduciary accounts and
other segregated escrow accounts required to be maintained by any of the
Borrowers for the benefit of any third party) or other sums credited by or due
from any of the Lenders to any of the Borrowers or any other property of any of
the Borrowers in the possession of the Administrative Agent or a Lender may be
applied to or set off against the payment of the Obligations.  ANY AND
ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY LENDER TO EXERCISE ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS
OR OTHER PROPERTY OF ANY BORROWER OR GUARANTOR, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.  Each of the Lenders agrees with
each other Lender that (a) if pursuant to any agreement between such Lender and
any Borrower (other than this Credit Agreement or any other Loan Document), an
amount to be set off is to be applied to Indebtedness of any Borrower to such
Lender, other than with respect to the Obligations, such amount shall be applied
ratably to such other Indebtedness and to the Obligations, and (b) if such
Lender shall receive from any Borrower, whether by voluntary payment, exercise
of the right of setoff, counterclaim, cross action, enforcement of the
Obligations by proceedings against such Borrower at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation, receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the Note
or Notes held by such Lender any amount in excess of its ratable portion of the
payments received by all of the Lenders with respect to the Notes held by, and
Reimbursement Obligations owed to, all of the Lenders, such Lender will make
such disposition and arrangements with the other Lenders with respect to such
excess, either by way of distribution, pro tanto assignment of
claims, subrogation or otherwise, as shall result in each Lender receiving in
respect of the Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Credit Agreement; provided that if all
or any part of such excess payment is thereafter recovered from such Lender,
such disposition and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.  Notwithstanding
the foregoing, no Lender shall exercise
a right of setoff if such exercise would limit or prevent the exercise of any
other remedy or other recourse against any Borrower.

      


                §15.     THE
AGENTS.

      


                          §15.1.     Authorization.  (a)  The
Administrative Agent is authorized to take such action on behalf of each of the
Lenders and to exercise all such powers as are hereunder and under any of the
other Loan Documents and any related documents delegated to the Administrative
Agent, together with such powers as are reasonably incident thereto, including,
without limitation, to enter into the Intercreditor Agreement as agent for the
Lenders (to which the Lenders agree to be bound), provided that no
duties or responsibilities not expressly assumed herein or therein shall be
implied to have been assumed by the Administrative Agent.  The
relationship between the Administrative Agent and the Lenders is and shall be
that of agent and principal only, and nothing contained in this Credit Agreement
or any of the other Loan Documents shall be construed to constitute the
Administrative Agent as a trustee or fiduciary for any Lender.

      


                          (b)     Each
Borrower and each Guarantor, without further inquiry or investigation, shall,
and is hereby authorized by the Lenders to, assume that all actions taken by the
Administrative Agent hereunder and in connection with or under the Loan
Documents are duly authorized by the Lenders.  The Lenders shall
notify the Borrowers of any successor to Administrative Agent by a writing
signed by Required Lenders, which successor shall be reasonably acceptable to
the Borrowers so long as no Default or Event of Default has occurred and is
continuing.

      


                          §15.2.     Employees and
Agents.  The Administrative Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other Loan
Documents.  The Administrative Agent may utilize the services of such
Persons as the Administrative Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrowers if so provided in §16 hereof.

      


                          §15.3.     No
Liability.  Neither the Administrative Agent, nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Administrative
Agent may be liable for losses due to its willful misconduct or gross
negligence.

      


                          §15.4.     No
Representations.  The Administrative Agent shall not be
responsible for the execution or validity or enforceability of this Credit
Agreement, the Notes, or any of the other Loan Documents or for the validity,
enforceability or collectibility of any such amounts owing with respect to the
Notes, or for any recitals or statements, warranties or representations made
herein or in any of the other Loan Documents or in any certificate or instrument
hereafter furnished
to it by or on behalf of any Guarantor or any Borrower or any of their
respective Subsidiaries, or be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or
agreements in this Credit Agreement or the other Loan Documents.  The
Administrative Agent shall not be bound to ascertain whether any notice,
consent, waiver or request delivered to it by any Borrower or any Guarantor or
any holder of any of the Notes shall have been duly authorized or is true,
accurate and complete.  The Administrative Agent has not made nor does
it now make any representations or warranties, express or implied, nor does it
assume any liability to the Lenders, with respect to the credit worthiness or
financial condition of any Borrower or any of its Subsidiaries or any Guarantor
or any of the Subsidiaries or any tenant under a Lease or any other
entity.  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based
upon such information and documents as it has deemed appropriate, made its own
credit analysis and decision to enter into this Credit Agreement.

      


                          §15.5.     Payments.

      


                          (a)     A
payment by the Borrowers to the Administrative Agent hereunder or any of the
other Loan Documents for the account of any Lender shall constitute a payment to
such Lender.  The Administrative Agent agrees to distribute to each
Lender such Lender's pro rata share of payments received by the Administrative
Agent for the account of the Lenders, as provided herein or in any of the other
Loan Documents.  All such payments shall be made on the date received,
if before 1:00 p.m., and if after 1:00 p.m., on the next Business
Day.  If payment is not made on the day received, interest thereon at
the overnight federal funds effective rate shall be paid pro rata to the
Lenders.

      


                          (b)     If
in the reasonable opinion of the Administrative Agent the distribution of any
amount received by it in such capacity hereunder, under the Notes or under any
of the other Loan Documents might involve it in material liability, it may
refrain from making distribution until its right to make distribution shall have
been adjudicated by a court of competent jurisdiction, provided that
interest thereon at the overnight federal funds effective rate shall be paid pro
rata to the Lenders.  If a court of competent jurisdiction shall
adjudge that any amount received and distributed by the Administrative Agent is
to be repaid, each Person to whom any such distribution shall have been made
shall either repay to the Administrative Agent its proportionate share of the
amount so adjudged to be repaid or shall pay over the same in such manner and to
such Persons as shall be determined by such court.

      


                          (c)     Notwithstanding
anything to the contrary contained in this Credit Agreement or any of the other
Loan Documents, any Lender that fails (i) to make available to the
Administrative Agent its pro rata share of any Loan or to purchase any Letter of
Credit Participation or (ii) to comply with the provisions of §14 with respect
to making dispositions and arrangements with the other Lenders, where such
Lender's share of any payment received, whether by setoff or otherwise, is in
excess of its pro rata share of such payments due and payable to all of the
Lenders, in each case as, when and to the full extent required by the provisions
of this Credit Agreement, or to adjust promptly such Lender's outstanding
principal and its pro rata Revolving Credit Commitment Percentage as provided in
§2.1, shall be deemed delinquent (a "Delinquent Lender") and shall be deemed a
Delinquent Lender until such time as such
delinquency is satisfied.  A Delinquent Lender shall be deemed to have
assigned any and all payments due to it from the Borrowers, whether on account
of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees or
otherwise, to the remaining nondelinquent Lenders for application to, and
reduction of, their respective pro rata shares of all outstanding Loans and
Unpaid Reimbursement Obligations.  The Delinquent Lender hereby
authorizes the Administrative Agent to distribute such payments to the
nondelinquent Lenders in proportion to their respective pro rata shares of all
outstanding Loans and Unpaid Reimbursement Obligations.  If not
previously satisfied directly by the Delinquent Lender, a Delinquent Lender
shall be deemed to have satisfied in full a delinquency when and if, as a result
of application of the assigned payments to all outstanding Loans and Unpaid
Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective
pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations
have returned to those in effect immediately prior to such delinquency and
without giving effect to the nonpayment causing such delinquency.

      


                          §15.6.     Holders of
Notes.  As provided in §19.3, the Administrative Agent may deem
and treat the payee of any Notes or the purchaser of any Letter of Credit
Participation as the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder, assignee or transferee.

      


                          §15.7.     Indemnity.  The
Lenders ratably and severally agree hereby to indemnify and hold harmless each
Agent and its Affiliates from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which such Agent has not been reimbursed by the Borrowers as
required by §16), and liabilities of every nature and character arising out of
or related to this Credit Agreement, the Notes, or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby, or
such Agent's or any Affiliate's actions taken hereunder or thereunder, except to
the extent that any of the same shall be directly caused by such Agent's or any
Affiliate's willful misconduct or gross negligence.  Nothing in this
§15.7 shall limit any indemnification obligations of the Borrowers
hereunder.

      


                          §15.8.     Agents as
Lenders.  In its individual capacity as a Lender, M&T Bank
shall have the same obligations and the same rights, powers and privileges in
respect to its Commitments and the Loans made by it, and as the holder of any of
the Notes and as the purchaser of any Letter of Credit Participations, as it
would have were it not also an Agent.

      


                          §15.9.     Notification of Defaults and
Events of Default.  Each Lender hereby agrees that, upon
learning of the existence of a default, Default or an Event of Default, it shall
(to the extent notice has not previously been provided) promptly notify the
Administrative Agent thereof.  The Administrative Agent hereby agrees
that upon receipt of any notice under this §15.9 it shall promptly notify the
other Lenders of the existence of such default, Default or Event of
Default.

      


                          §15.10.     Duties in the Case of
Enforcement.  In case one or more Events of Default have
occurred and shall be continuing, and whether or not acceleration of the
Obligations shall have occurred, the Administrative Agent shall, if (a) so
requested by the Required Lenders and (b) the Lenders have provided to the
Administrative Agent such additional indemnities and assurances
against expenses and liabilities as the Administrative Agent may reasonably
request, proceed to enforce the provisions of this Credit Agreement and exercise
all or any such other legal and equitable and other rights or remedies as it may
have in respect of enforcement of the Lenders' rights against the Borrowers and
the Guarantors under this Credit Agreement and the other Loan
Documents.  The Required Lenders may direct the Administrative Agent
in writing as to the method and the extent (other than when such direction
requires Unanimous Lender Approval under §26) of any such enforcement, the
Lenders (including any Lender which is not one of the Required Lenders) hereby
agreeing to ratably and severally indemnify and hold the Administrative Agent
harmless from all liabilities incurred in respect of all actions taken or
omitted in accordance with such directions, provided that the
Administrative Agent need not comply with any such direction to the extent that
the Administrative Agent reasonably believes the Administrative Agent's
compliance with such direction to be unlawful or commercially unreasonable in
any applicable jurisdiction.

      


                          §15.11.     Successor
Agents.  M&T Bank, or any successor Administrative Agent,
may resign as Administrative Agent at any time by giving written notice thereof
to the Lenders and to the Borrowers.  In addition, the Required
Lenders may remove the Administrative Agent in the event of the Administrative
Agent's gross negligence or willful misconduct.  Any such resignation
or removal shall be effective upon appointment and acceptance of a successor
Administrative Agent, as hereinafter provided.  Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent, which is a Lender under this Credit Agreement,
provided that
so long as no Default or Event of Default has occurred and is continuing the
Borrowers shall have the right to approve any successor Administrative Agent,
which approval shall not be unreasonably withheld.  If, in the case of
a resignation by the Administrative Agent, no successor Administrative Agent
shall have been so appointed by the Required Lenders and approved by the
Borrowers, if applicable, and shall have accepted such appointment, within
thirty (30) days after the retiring Administrative Agent's giving of notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint any one of the other Lenders as a successor Administrative
Agent.  Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent, and the
retiring or removed Administrative Agent shall be discharged from all further
duties and obligations as Administrative Agent under this Credit
Agreement.  After any Administrative Agent's resignation or removal
hereunder as Administrative Agent, the provisions of this §15 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Credit Agreement.

      


                          §15.12.     Notices.  Any
notices or other information required hereunder to be provided to the
Administrative Agent which the Administrative Agent is required hereunder to
provide to the Lenders, shall be forwarded by the Administrative Agent to each
of the Lenders on the same day (if practicable) and, in any case, on the next
Business Day following the Administrative Agent's receipt
thereof.


      
        
           


        

        
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                          §15.13.     Administrative Agent May
File Proofs of Claim.

      


                          (a)     In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial,
administrative or like proceeding or any assignment for the benefit of creditors
relative to the Borrowers or any of their Subsidiaries, the Administrative Agent
(irrespective of whether the principal of any Loan, Reimbursement Obligation or
Unpaid Reimbursement Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrowers) shall be
entitled and empowered, by intervention in such proceeding, under any such
assignment or otherwise:

      


                                    (i)     to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, Reimbursement Obligations or Unpaid
Reimbursement Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to
have the claims of the Lenders and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders and the Administrative Agent under §§2.3, 3.3,
4.1, 5.10, and 16) allowed in such proceeding or under any such assignment;
and

      


                                    (ii)     for
itself and for the ratable benefit of the Lenders, to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same in accordance with the provisions of this Credit
Agreement.

      


                          (b)     Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such proceeding or under any such assignment is hereby
authorized by each Lender to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, nevertheless to pay to the Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under §§2.3, 3.3, 4.1, 5.10, and
16.

      


                          (c)     Nothing
contained herein shall authorize the Administrative Agent to consent to or
accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations owed to such Lender or the
rights of any Lender or to authorize the Administrative Agent to vote in respect
of the claim of any Lender in any such proceeding or under any such
assignment.

      


                §16.     EXPENSES.  The
Borrowers jointly and severally agree to pay (a) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) the reasonable fees,
expenses and disbursements of the Administrative Agent's outside counsel or any
local counsel to the Administrative Agent incurred in connection with the
preparation, administration or interpretation of the Loan Documents and other
instruments mentioned herein, each closing hereunder,
and amendments, modifications, approvals, consents or waivers hereto or
hereunder, (c) the reasonable fees, expenses and disbursements of the
Administrative Agent incurred by the Administrative Agent in connection with the
preparation, administration or interpretation of the Loan Documents and other
instruments mentioned herein, any amendments, modifications, approvals, consents
or waivers hereto or hereunder, or the cancellation of any Loan Document upon
payment in full in cash of all of the Obligations or pursuant to any terms of
such Loan Document for providing for such cancellation, including, without
limitation, the reasonable fees and disbursements of the Administrative Agent's
counsel in preparing the documentation, (d) the reasonable fees, costs, expenses
and disbursements of each of the Agents and its Affiliates incurred in
connection with the syndication and/or participations of the Loans, including,
without limitation, costs of preparing syndication materials and photocopying
costs, which syndication costs and expenses shall be payable by the Borrowers
regardless of whether the Loans are ultimately syndicated, (e) all reasonable
expenses (including reasonable attorneys' fees and costs, which attorneys may be
employees of any Lender or the Administrative Agent, and the fees and costs of
appraisers, engineers, investment bankers, surveyors or other experts retained
by any Lender or the Administrative Agent in connection with any such
enforcement proceedings) incurred by any Lender or the Administrative Agent in
connection with (i) the enforcement of or preservation of rights under any of
the Loan Documents against any Borrower or any of its Subsidiaries or any
Guarantor or the administration thereof after the occurrence and during the
continuance of a Default or Event of Default (including, without limitation,
expenses incurred in any restructuring and/or "workout" of the Loans), and (ii)
subject to the limitation set forth in §17 hereof, any litigation, proceeding or
dispute whether arising hereunder or otherwise, in any way related to any
Lender's or the Administrative Agent's relationship with any Borrower or any of
its Subsidiaries or any Guarantor, (f) all reasonable fees, expenses and
disbursements of the Administrative Agent incurred in connection with UCC
searches and (g) all costs incurred by the Administrative Agent in the future in
connection with its inspection of the Unencumbered Properties after the
occurrence and during the continuance of an Event of Default.  The
covenants of this §16 shall survive payment or satisfaction of payment of
amounts owing with respect to the Notes.

      


                §17.     INDEMNIFICATION.  The
Borrowers jointly and severally agree to indemnify and hold harmless each of the
Agents and Lenders and the shareholders, directors, agents, counsel,
professional advisors, officers, subsidiaries and Affiliates of each of the
Agents and Lenders (each group consisting of an Agent or a Lender and its
respective shareholders, directors, agents, counsel, professional advisors,
officers, subsidiaries and Affiliates being an "Indemnified Lender's Group")
from and against any and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses, settlement
payments, obligations, damages and expenses of every nature and character,
arising out of this Credit Agreement or any of the other Loan Documents or the
transactions contemplated hereby or thereby or which otherwise arise in
connection with the financing, including, without limitation, (a) any actual or
proposed use by any Borrower or any of its Subsidiaries of the proceeds of any
of the Loans, (b) any Borrower or any of its Subsidiaries or any Guarantor
entering into or performing this Credit Agreement or any of the other Loan
Documents or the transactions contemplated by this Credit Agreement or any of
the other Loan Documents, or (c) pursuant to §8.17 hereof, in each case
including, without limitation, the reasonable fees and disbursements of counsel
and allocated costs of internal counsel incurred in connection with any such
investigation,
litigation or other proceeding, provided, however, that the
Borrowers shall not be obligated under this §17 to indemnify any Person for
liabilities to the extent arising from the gross negligence or willful
misconduct of such Person or of any other Person in the Indemnified Lender's
Group of which such Person is a member (but such indemnification shall continue
to apply to all other Persons including all other Indemnified Lender's
Groups).  Each Person to be indemnified under this §17 shall give the
Borrowers notice of any claim as to which it is seeking indemnification under
this §17 promptly after becoming aware of the same (which shall constitute
notice for all Indemnified Lender's Groups), but such Person's failure to give
prompt notice shall not affect the obligations of the Borrowers under this §17
unless such failure prejudices the legal rights of the Borrowers regarding such
indemnity.  In litigation, or the preparation therefor, the Borrowers
shall be entitled to select counsel reasonably acceptable to the Required
Lenders, and the Lenders (as approved by the Required Lenders) shall be entitled
to select their own supervisory counsel and, in addition to the foregoing
indemnity, the Borrowers agree to pay promptly the reasonable fees and expenses
of each such counsel if (i) in the reasonable opinion of the Agent, use of
counsel of the Borrowers' choice could reasonably be expected to give rise to a
conflict of interest, (ii) the Borrowers shall not have employed counsel
reasonably satisfactory to the Agent and the Lenders within a reasonable time
after notice of the institution of any such litigation or proceeding or
(iii) the Borrower Representative authorizes each Agent and Lender to
employ separate counsel at the Borrowers' expense.  If and to the
extent that the obligations of the Borrowers under this §17 are unenforceable
for any reason, the Borrowers hereby agree to make the maximum contribution to
the payment in satisfaction of such obligations which is permissible under
applicable law.  The provisions of this §17 shall survive the
repayment of the Loans and the termination of the obligations of the Lenders
hereunder and shall continue in full force and effect as long as the possibility
of any such claim, action, cause of action or suit exists.

      


                §18.     SURVIVAL OF COVENANTS,
ETC.  All covenants, agreements, representations and warranties
made herein, in the Notes, in any of the other Loan Documents or in any
documents or other papers delivered by or on behalf of any Borrower or any of
its Subsidiaries or any Guarantor pursuant hereto shall be deemed to have been
relied upon by the Lenders and the Agents, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Lenders of any of the Loans, as herein contemplated, and shall continue in full
force and effect so long as any Letter of Credit or any amount due under this
Credit Agreement or the Notes or any of the other Loan Documents remains
outstanding or any Lender has any obligation to make any Loans or the
Administrative Agent has any obligation to issue, extend or renew any Letter of
Credit, and for such further time as may be otherwise expressly specified in
this Credit Agreement.  The indemnification obligations of the
Borrowers provided herein and in the other Loan Documents shall survive the full
repayment of amounts due and the termination of the obligations of the Lenders
hereunder and thereunder to the extent provided herein and
therein.  All statements contained in any certificate or other paper
delivered to any Lender or Agent at any time by or on behalf of any Borrower or
any of its Subsidiaries or any Guarantor pursuant hereto or in connection with
the transactions contemplated hereby shall constitute representations and
warranties by such Borrower or such Subsidiary or such Guarantor
hereunder.


      
        
           


        

        
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                §19.     ASSIGNMENT; PARTICIPATIONS:
ETC.

      


                          §19.1.     Successors and Assigns
Generally.  The provisions of this Credit Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrowers may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender and no
Lender may assign or otherwise transfer any of their respective rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with
the provisions of §19.2, (ii) by way of participation in accordance with
the provisions of §19.4 or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of §19.6 (and any other attempted
assignment or transfer by any party hereto shall be null and
void).  Nothing in this Credit Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in §19.4 and, to the extent expressly contemplated hereby, the
Affiliates and the partners, directors, officers, employees, agents and advisors
of the Administrative Agent and the Lenders and of their respective Affiliates)
any legal or equitable right, remedy or claim under or by reason of this Credit
Agreement.

      


                          §19.2.     Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees (an "Assignee") all or a portion of its rights and obligations under
this Credit Agreement (including all or a portion of its Commitment and the
Loans at the time owing to it); provided that any
such assignment shall be subject to the following conditions:

      


                          (a)     Minimum
Amounts.

      


                                    (i)     in
the case of an assignment of the entire remaining amount of the assigning
Lender's Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and

      


                                    (ii)     in
any case not described in the immediately preceding subsection (i), the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
"Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $5,000,000 in the case of any assignment in respect
of a Revolving Credit Commitment, or $1,000,000 in the case of any assignment in
respect of a Term Loan, unless each of the Administrative Agent and, so long as
no Default or Event of Default shall exist, the Borrowers otherwise consent
(each such consent not to be unreasonably withheld or delayed).

      


                          (b)     Each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Credit Agreement with
respect to the Loan or the Commitment assigned.


      
        
           


        

        
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                          (c)     No
consent shall be required for any assignment except to the extent required by
clause (ii) of the immediately preceding subsection (a) and, in
addition:

      


                                    (i)     the
consent of the Borrowers (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) a Default or Event of Default shall
exist at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund; and

      


                                    (ii)     the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of (x) a
Revolving Credit Commitment if such assignment is to a Person that is not
already a Lender with a Revolving Credit Commitment, an Affiliate of such Lender
or an Approved Fund with respect to such Lender or (y) a Term Loan to a
Person who is not a Lender, an Affiliate of a Lender or an Approved
Fund.

      


                          (d)     No
such assignment shall be made to the Borrowers or any of the Borrowers'
Affiliates or Subsidiaries.

      


                          (e)     No
such assignment shall be made to a natural person.

      


      Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
§19.3, from and after the effective date specified in each Assignment and
Assumption, the assignee thereunder shall be a party to this Credit Agreement
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Credit Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender's rights and obligations under this Credit Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled
to the benefits of §4.6, §16 and §17 and the other provisions of this Credit
Agreement and the other Loan Documents as provided in with respect to facts and
circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Credit Agreement that does not comply with this paragraph
shall be treated for purposes of this Credit Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with
§19.4.

      


                          §19.3.     Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent's Head Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register").  The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Credit
Agreement, notwithstanding notice to the contrary.  The Register shall
be available for inspection by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


      
        
           


        

        
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                          §19.4.     Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrowers or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrowers or any Affiliate or Subsidiary of any Borrower)
(each, a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Credit Agreement (including all or a portion of its
Commitment and/or the Loans owing to it); provided that (i) such Lender's
obligations under this Credit Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative
Agent and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this Credit
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Credit Agreement and to approve any amendment,
modification or waiver of any  provision of this Credit Agreement;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver of any provision of any Loan Document described in §26
that adversely affects such Participant.  Subject to §19.5, the
Borrowers agree that each Participant shall be entitled to the benefits of §4.6
and §4.7 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to §19.7.  To the extent permitted by
Applicable Law, each Participant also shall be entitled to the benefits of §14
as though it were a Lender, provided such Participant agrees to be subject to
§14 as though it were a Lender.  Upon request from the Administrative
Agent, a Lender shall notify the Administrative Agent and the Borrower
Representative of the sale of any participation hereunder.

      


                          §19.5.     Limitation upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under §4.6 and §4.7 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrowers' prior written consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of §4.2
unless the Borrower Representative is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers and
the Administrative Agent, to comply with §4.2(c) as though it were a
Lender.

      


                          §19.6.     Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Credit
Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

      


                          §19.7.     No
Registration.  Each Lender agrees that, without the prior
written consent of the Borrowers and the Administrative Agent, it will not make
any assignment hereunder in any manner or under any circumstances that would
require registration or qualification of, or filings in respect of, any Loan or
Note under the Securities Act or any other securities laws of the United States
of America or of any other jurisdiction.


      
        
           


        

        
          42

           


        

        
           


        

      


                          §19.8.     Disclosure.  The
Borrowers agree that, in addition to disclosures made in accordance with
standard banking practices, any Lender may disclose information obtained by such
Lender pursuant to this Credit Agreement to assignees or Participants and
potential assignees or Participants hereunder; provided that such
assignees or potential assignees shall be Eligible Assignees.  Any
such disclosed information shall be treated by any assignee or Participant with
the same standard of confidentiality set forth in §8.10 hereof.

      


                          §19.9.     Syndication.  The
Borrowers acknowledge that the Administrative Agent intends, and shall have the
right, by itself or through its Affiliates, to syndicate or enter into
co-lending arrangements with respect to the Loans and the Total Revolving Credit
Commitment pursuant to this §19, and the Borrowers agree to cooperate with the
Administrative Agent's and its Affiliate's syndication and/or co-lending
efforts, such cooperation to include, without limitation, the provision of
information reasonably requested by potential syndicate members.

      


                §20.     NOTICES,
ETC.  Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Notes or any Letter of Credit
Applications shall be in writing and shall be delivered in hand, mailed by
United States registered or certified first class mail, postage prepaid, sent by
overnight courier, or sent by facsimile and confirmed by delivery via courier or
postal service, addressed as follows:

      


                          (a)     if
to any Borrower or any Guarantor, to the Borrower Representative at Sovran Self
Storage, Inc., 6467 Main Street, Williamsville, New York 14221,
Attention:  Mr. David L. Rogers, Chief Financial Officer, with a copy
to Phillips Lytle LLP, 3400 HSBC Center, Buffalo, New York 14203,
Attention:  Raymond H. Seitz, or to such other address for notice as
the Borrower Representative or any Guarantor shall have last furnished in
writing to the Administrative Agent;

      


                          (b)     if
to the Administrative Agent, Manufacturers and Traders Trust Company, 25 S.
Charles Street, 12th Floor,
Baltimore, Maryland 21201, Attention:  Hugh Giorgio, or such other
address for notice as the Administrative Agent shall have last furnished in
writing to the Borrowers, with a copy to Paul M. Cushing, Esq., Alston &
Bird LLP, 1201 West Peachtree Street, Atlanta, Georgia 30309-3424, or at such
other address for notice as the Administrative Agent shall last have furnished
in writing to the Person giving the notice; and additionally, for any Completed
Revolving Credit Loan Request, to Manufacturers and Traders Trust Company, One
Fountain Plaza, Buffalo, New York 14203; and

      


                          (c)     if
to any Lender, at such Lender's address set forth on Schedule 1.2 hereto,
or such other address for notice as such Lender shall have last furnished in
writing to the Person giving the notice.

      


                Any
such notice or demand shall be deemed to have been duly given or made and to
have become effective (i) if delivered by hand, overnight courier or facsimile
to the party to which it is directed, at the time of the receipt thereof by such
party or the sending of such facsimile with electronic confirmation of receipt
and (ii) if sent by registered or certified first-class mail, postage prepaid,
on the fifth Business Day following the mailing thereof.


      
        
           


        

        
          43

           


        

        
           


        

      


      


                §21.     GOVERNING LAW; CONSENT TO
JURISDICTION AND SERVICE.  THIS CREDIT AGREEMENT AND EACH OF
THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE
CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  EACH
OF THE BORROWERS AND THE GUARANTORS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR ANY FEDERAL
COURT SITTING IN NEW YORK, NEW YORK AND CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWERS OR THE GUARANTORS BY MAIL AT THE ADDRESS SPECIFIED IN
§20.  THE BORROWERS AND EACH OF THE GUARANTORS HEREBY WAIVES ANY
OBJECTION THAT EITHER OF THEM MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.

      


                §22.     HEADINGS.  The
captions in this Credit Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

      


                §23.     COUNTERPARTS.  This
Credit Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one instrument.  In proving this Credit Agreement it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.  Delivery of an
executed counterpart of a signature page of this Credit Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Credit
Agreement.

      


                §24.     ENTIRE AGREEMENT,
ETC.  The Loan Documents and any other documents executed in
connection herewith or therewith express the entire understanding of the parties
with respect to the transactions contemplated hereby and supersede any and all
previous agreements and understandings, oral or written, relating to the
transactions contemplated hereby.  Neither this Credit Agreement nor
any term hereof may be changed, waived, discharged or terminated, except as
provided in §26.

      


                §25.     WAIVER OF JURY TRIAL AND
CERTAIN DAMAGE CLAIMS.  EXCEPT TO THE EXTENT EXPRESSLY
PROHIBITED BY LAW, EACH OF THE BORROWERS, EACH OF THE GUARANTORS, THE AGENT AND
EACH OF THE LENDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS
RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING
OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF
THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR
THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE
OF


      
        
           


        

        
          44

           


        

        
           


        

      


      DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY.  EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, EACH OF THE
BORROWERS AND EACH OF THE GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES.  EACH OF THE BORROWERS AND THE GUARANTORS
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR
THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(B) ACKNOWLEDGE THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO
THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY,
AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
HEREIN.

      


                §26.     CONSENTS, AMENDMENTS,
WAIVERS, ETC.  Except as otherwise expressly provided in this
Credit Agreement, any consent or approval required or permitted by this Credit
Agreement may be given, and any term of this Credit Agreement or of any of the
other Loan Documents may be amended, and the performance or observance by any
Borrower or any Guarantor of any terms of this Credit Agreement or the other
Loan Documents or the continuance of any default, Default or Event of Default
may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the
Required Lenders.

      


                Notwithstanding
the foregoing, the unanimous consent of the Lenders under the Term Loan or the
Revolving Credit Loan, as applicable, solely to the extent that such Lenders are
directly affected thereby, shall be required for any amendment, modification or
waiver of this Credit Agreement that:

      


                                    (i)     reduces
or forgives any principal of any unpaid Loan or Reimbursement Obligations or any
interest thereon (including any interest "breakage" costs) or any fees due any
Lender hereunder; or

      


                                    (ii)     changes
the unpaid principal amount of, or the rate of interest on, any Loan;
or

      


                                    (iii)     changes
the date fixed for any payment of principal of or interest on any Loan
(including, without limitation, any extension of any Maturity Date, except for
the one-year extension thereof as permitted under §2.10 hereof) or any fees
payable hereunder; or

      


                                    (iv)     changes
the amount of any Lender's Commitment (other than pursuant to an assignment
permitted under §19.1 hereof) or increases the amount of the Total Revolving
Credit Commitment (except for the increases in the Total Revolving Credit
Commitment to an amount not to exceed $175,000,000 as provided in §2.11);
or


      
        
           


        

        
          45

           


        

        
           


        

      


      


                                    (v)     with
respect to the Lenders under the Term Loan, any alteration to §3.5 hereof; provided that Unanimous
Lender Approval shall be required for any amendment, modification or waiver of
this Credit Agreement that:

      


                                              (1)     releases
or reduces the liability of any Guarantor pursuant to its Guaranty other than as
provided in §6; or

      


                                              (2)     modifies
this §26 or any other provision herein or in any other Loan Document which by
the terms thereof expressly requires Unanimous Lender Approval; or

      


                                              (3)     changes
the definitions of Required Lenders or Unanimous Lender Approval.

      


      provided that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent.

      


      No
waiver shall extend to or affect any obligation not expressly waived or impair
any right consequent thereon.  No course of dealing or delay or
omission on the part of the Administrative Agent or the Lenders or any Lender in
exercising any right shall operate as a waiver thereof or otherwise be
prejudicial to such right or any other rights of the Administrative Agent or the
Lenders.  No notice to or demand upon any Borrower shall entitle any
Borrower to other or further notice or demand in similar or other
circumstances.

      


                §27.     SEVERABILITY.  The
provisions of this Credit Agreement are severable, and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Credit Agreement in any
jurisdiction.

      


                §28.     USA PATRIOT ACT
NOTICE.  Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrowers that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Act"), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the names and addresses of
the Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers in accordance
with the Act.

      


                §29.     TRANSITIONAL
ARRANGEMENTS.

      


                          §29.1.     Existing Credit Agreement
Superseded.  This Credit Agreement shall on the Restatement
Date supersede the Existing Credit Agreement in its entirety, except as provided
in this §29.  On the Restatement Date, the rights and obligations of
the parties evidenced by the Existing Credit Agreement shall be evidenced by
this Agreement and the other


      
        
           


        

        
          46

           


        

        
           


        

      


      Loan
Documents, the "Loans" as defined in the Existing Credit Agreement shall be
converted to Loans as defined herein.

      


                          §29.2.     Return and Cancellation of
Notes.As soon as reasonably practicable after its receipt of its Notes
hereunder on the Restatement Date, each Lender hereunder which was a lender
under the Existing Credit Agreement, will promptly return to the Borrowers,
marked "Substituted" or "Cancelled", as the case may be, any promissory notes of
the Borrowers held by such Lender pursuant to the Existing Credit
Agreement.

      


                          §29.3.     Interest and Fees
Under Superseded
Agreement.All interest and fees and expenses, if any, owing or accruing
under or in respect of the Existing Credit Agreement through the Restatement
Date shall be calculated as of the Restatement Date (prorated in the case of any
fractional periods), and shall be paid on the Restatement Date.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      [Remainder
of page intentionally left blank]

       


      
        
           


        

        
          47

           


        

        
           


        

      


      


       

      IN
WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a
sealed instrument as of the date first set forth above.

       

      


       

      
        	 
      	
                SOVRAN
      SELF-STORAGE, INC.

                 

                 

                By:                                                                          

                     Name:  David
      L. Rogers

                     Title:  Chief
      Financial Officer

                 

                 

              
	 
      	
                SOVRAN
      SELF-STORAGE, INC.

                PARTNERSHIP

                 

                By:  Sovran
      Holdings, Inc., its general partner

                 

                By:                                                                      

                     Name:  David
      L. Rogers

                     Title:  Chief
      Financial Officer

              


      

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      
        	
                Signature
      Page to Revolving Credit and Term Loan Agreement

                 

              


      


      
        
           


        

        
          48

           


        

        
           


        

      


      


       

      
        	 
      	
                MANUFACTURERS
      AND TRADERS

                TRUST
      COMPANY

                 

                 

                By:                                                                      

                     Name:  Susan
      Freed-Oestreicher

                     Title:  Vice
      President

              


      

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      
        	
                Signature
      Page to Revolving Credit and Term Loan Agreement

                 

              


      

      


       


      
        
           


        

        
          49

           


        

        
           


        

      


      


       

      
        	 
      	
                [LENDER]

                 

                 

                By:                                                                          

                     Name:                                                                

                     Title:                                                                  

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      
        	
                Signature
      Page to Revolving Credit and Term Loan Agreement

                 

              


      


      
        
           


        

        
           


           


        

        
           


        

      


      
        	 
      	
                Exhibit
      A-1

              
	 
      	 
      


      

      [Form
of Revolving Credit Note]

      


      REVOLVING CREDIT
NOTE

      


      
        	
                $ ___________________                                  

              	
                                      __,
      20__  

              


      

      


                FOR
VALUE RECEIVED, the undersigned SOVRAN SELF STORAGE, INC., a Maryland corporation
("Sovran"), and
the undersigned SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited
partnership ("SALP" and together
with Sovran, collectively referred to herein as the "Borrowers" and
individually as a "Borrower"), hereby
jointly and severally promise to pay to the order of                                       ,
[a national banking association] (the "Lender") at the
Administrative Agent's Head Office (as defined in the Credit Agreement defined
below):

      


      
        	 
      	
                          (a)  prior
      to or on the Revolving Credit Loan Maturity Date the principal amount of
                                        
      Dollars ($                             )
      or, if less, the aggregate unpaid principal amount of Revolving Credit
      Loans advanced by the Lender to the Borrowers pursuant to the Third
      Amended and Restated Revolving Credit and Term Loan Agreement dated as of
      June 25, 2008 (as amended and in effect from time to time, the "Credit Agreement"), among the Borrowers,
      the Lender, Manufacturers and Traders Trust Company, as Administrative
      Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National
      Association, as documentation agent, and certain other parties thereto;
      and

              
	 
      	 
      
	 
      	
                          (b)  interest
      on the principal balance hereof from time to time outstanding at the times
      and at the rate provided in the Credit Agreement.

              
	 
      	 
      


      

                This
Revolving Credit Note, together with the other Revolving Credit Notes issued as
of the date hereof under the Credit Agreement (collectively, the "Substitute
Revolving Credit Notes"), are issued in substitution for the unpaid
principal balances outstanding under all of the Revolving Credit Notes
previously issued by the Borrower under the Second Amended and Restated
Revolving Credit and Term Loan Agreement dated as of December 16, 2004 (the
"2004
Revolving Credit Notes"), which 2004 Revolving Credit Notes are
outstanding as of the date hereof.  Up to the full amount of the
principal balances of the Substitute Revolving Credit Notes, the principal
balances outstanding under the 2004 Revolving Credit Notes shall continue in all
respects to be outstanding under the Substitute Revolving Credit Notes, and this
Revolving Credit Note shall not be deemed to evidence a novation or payment and
refunding of any part of the outstanding principal balances under the 2004
Revolving Credit Notes.  Notwithstanding the date of this Revolving
Credit Note, the Substitute Revolving Credit Notes carry all of the rights to
unpaid interest that were carried by the 2004 Revolving Credit Notes such that
no loss of interest shall result from any such substitution.

      


                This
Revolving Credit Note evidences borrowings under and has been issued by the
Borrowers in accordance with the terms of the Credit Agreement.  The
Lender and any holder hereof pursuant to the Credit Agreement or by operation of
law is entitled to the benefits of the Credit Agreement and the other Loan
Documents, and may enforce the agreements of the

      


      -
1 -

      


      Borrower
contained therein, and any holder hereof may exercise the respective remedies
provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof.  All capitalized terms
used in this Revolving Credit Note and not otherwise defined herein shall have
the same meanings herein as in the Credit Agreement.

      


                The
Borrowers irrevocably authorize the Lender to make or cause to be made, at or
about the time of the Drawdown Date of any Revolving Credit Loan or at the time
of receipt of any payment of principal of this Revolving Credit Note, an
appropriate notation on the grid attached to this Revolving Credit Note, or the
continuation of such grid, or any other similar record, including computer
records, reflecting the making of such Revolving Credit Loan or (as the case may
be) the receipt of such payment.  The outstanding amount of the
Revolving Credit Loans set forth on the grid attached to this Revolving Credit
Note, or the continuation of such grid, or any other similar record, including
computer records, maintained by the Lender with respect to any Revolving Credit
Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Lender, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the obligation
of the Borrowers hereunder or under the Credit Agreement to make payments of
principal of and interest on this Revolving Credit Note when due to the extent
of the unpaid principal and interest amount as of any date of
determination.

      


                The
Borrowers have the right in certain circumstances and the obligation under
certain other circumstances to prepay the whole or part of the principal of this
Revolving Credit Note on the terms and conditions specified in the Credit
Agreement.

      


                If
any one or more of the Events of Default shall occur, the entire unpaid
principal amount of this Revolving Credit Note and all of the unpaid interest
accrued thereon and any other charges or amounts due under any of the Loan
Documents may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

      


                No
delay or omission on the part of the Lender or any holder hereof in exercising
any right hereunder shall operate as a waiver of such right or of any other
rights of the Lender or such holder, nor shall any delay, omission or waiver on
any one occasion be deemed a bar or waiver of the same or any other right on any
further occasion.

      


                The
Borrowers and every endorser and guarantor of this Revolving Credit Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Revolving Credit Note, and assents
to any extension or postponement of the time of payment or any other indulgence,
to any substitution, exchange or release of collateral and to the addition or
release of any other party or person primarily or secondarily
liable.

      


                THIS REVOLVING CREDIT NOTE AND THE
OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  EACH OF THE BORROWERS
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS REVOLVING CREDIT NOTE MAY BE
BROUGHT IN

      


      -
2 -

      


      THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR ANY FEDERAL
COURT SITTING IN NEW YORK, NEW YORK AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED IN §20 OF THE CREDIT
AGREEMENT.  EACH OF THE BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

      


                This
Revolving Credit Note shall be deemed to take effect as a sealed instrument
under the laws of the State of New York.

      


       

      [Remainder
of Page Intentionally Left Blank]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
3 -

      


      


                IN
WITNESS WHEREOF, each of the undersigned has caused this Revolving Credit
Note to be sealed and signed in its corporate or partnership name by its duly
authorized officer as of the day and year first above written.

      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

              
	
                WITNESS:

                 

                 

                                                                    

              	
                 

                 

                 

                By:                                                                      

              
	
                WITNESS:

                 

                                                                   

              	
                 

                 

                By:                                                                     

                Name:

                Title:

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
4 -

      


      


      
        	
                 

                Date

              	
                 

                Amount

                of
      Loan

              	
                 

                Amount
      of

                Principal
      Paid

                or
      Prepaid

              	
                 

                Balance
      of

                Principal

                Unpaid

              	
                 

                Notation

                Made
      By:

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      -
5 -

      


      


      
        	 
      	
                Exhibit
      A-2

              
	 
      	 
      


      

      [Form
of Term Loan Note]

      


      TERM
NOTE

      


      
        	 
      	 
      
	
                $                                 

              	
                                        __ , 20__  

              
	 
      	 
      


      

                FOR
VALUE RECEIVED, the undersigned SOVRAN SELF STORAGE, INC., a Maryland
corporation ("Sovran"), and the
undersigned SOVRAN ACQUISITION LIMITED PARTNERSHIP, a Delaware limited
partnership ("SALP" and together
with Sovran, collectively referred to herein as the "Borrowers" and
individually as a "Borrower"), hereby
jointly and severally promise to pay to the order of                ,
[a national banking association] (the "Lender") at the
Administrative Agent's Head Office (as defined in the Credit Agreement defined
below):

      


      
        	 
      	
                          (a)  prior
      to or on the Term Maturity Date the principal amount of                     
      Dollars ($__________) which principal amount is the portion of the
      Term Loan advanced by the Lender to the Borrowers pursuant to the Third
      Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
      June 25, 2008 (as amended and in effect from time to time, the "Credit Agreement") among the Borrowers, the
      Lender, Manufacturers and Traders Trust Company, as Administrative Agent,
      SunTrust Bank, as syndication agent, HSBC Bank USA, National Association,
      as documentation agent, and certain other parties
  thereto;

              
	 
      	 
      
	 
      	
                          (b)  the
      principal outstanding hereunder from time to time at the times provided in
      the Credit Agreement; and

              
	 
      	 
      
	 
      	
                          (c)  interest
      from the date hereof on the principal balance hereof from time to time
      outstanding at the times and at the rate or rates provided in the Credit
      Agreement and any other sums or fees due thereunder, all in accordance
      with the Credit Agreement.

              
	 
      	 
      


      

                This
Term Note, together with the other Term Notes issued as of the date hereof under
the Credit Agreement (collectively, the "Substitute Term
Notes"), are issued in substitution for the unpaid principal balances
outstanding under all of the Term Notes previously issued by the Borrower under
the Second Amended and Restated Revolving Credit and Term Loan Agreement dated
as of December 16, 2004 (the "2004 Term
Notes"), which 2004 Term Notes are outstanding as of the date
hereof.  Up to the full amount of the principal balances of the
Substitute Term Notes, the principal balances outstanding under the 2004 Term
Notes shall continue in all respects to be outstanding under the Substitute Term
Notes, and this Term Note shall not be deemed to evidence a novation or payment
and refunding of any part of the outstanding principal balances under the 2004
Term Notes.  Notwithstanding the date of this Term Note, the
Substitute Term Notes carry all of the rights to unpaid interest that were
carried by the 2004 Term Notes such that no loss of interest shall result from
any such substitution.

      


      


      -
1 -

      


      


                This
Term Note evidences borrowings under and has been issued by the Borrowers in
accordance with the terms of the Credit Agreement.  The Lender and any
holder hereof pursuant to the Credit Agreement or by operation of law is
entitled to the benefits of the Credit Agreement and the other Loan Documents,
and may enforce the agreements of the Borrower contained therein, and any holder
hereof may exercise the respective remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the respective terms
thereof.  All capitalized terms used in this Term Note and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.

      


                The
Borrowers irrevocably authorize the Lender to make or cause to be made, at or
about the time of the Drawdown Date of the Term Loan or at the time of receipt
of any payment of principal of this Term Note, an appropriate notation on the
grid attached to this Term Note, or the continuation of such grid, or any other
similar record, including computer records, reflecting the making of such Term
Loan or (as the case may be) the receipt of such payment.  The
outstanding amount of the Term Loan set forth on the grid attached to this Term
Note, or the continuation of such grid, or any other similar record, including
computer records, maintained by the Lender with respect to the Term Loan shall
be prima facie evidence of the
principal amount thereof owing and unpaid to the Lender, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the obligation
of the Borrowers hereunder or under the Term Loan Agreement to make payments of
principal of and interest on this Term Note when due to the extent of the unpaid
principal and interest amount as of any date of determination.

      


                The
Borrowers have the right in certain circumstances and the obligation under
certain other circumstances to prepay the whole or part of the principal of this
Term Note on the terms and conditions specified in the Credit
Agreement.

      


                If
any one or more of the Events of Default shall occur, the entire unpaid
principal amount of this Term Note and all of the unpaid interest accrued
thereon and any other charges or amounts due under any of the Loan Documents may
become or be declared due and payable in the manner and with the effect provided
in the Credit Agreement.

      


                No
delay or omission on the part of the Lender, or any holder hereof in exercising
any right hereunder shall operate as a waiver of such right or of any other
rights of the Lender or such holder, nor shall any delay, omission or waiver on
any one occasion be deemed a bar or waiver of the same or any other right on any
further occasion.

      


                The
Borrowers and every endorser and guarantor of this Term Note or the obligations
represented hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Term Note, and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

      


                THIS TERM NOTE AND THE OBLIGATIONS OF
THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING

      


      -
2 -

      


      THE
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  EACH OF THE BORROWERS
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS TERM NOTE MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR ANY FEDERAL
COURT SITTING IN NEW YORK, NEW YORK AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED IN §20 OF THE CREDIT
AGREEMENT.  EACH OF THE BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

      


                This
Term Note shall be deemed to take effect as a sealed instrument under the laws
of the State of New York.

      


      


       

      [Remainder
of Page Intentionally Left Blank]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
3 -

      


      


      IN WITNESS WHEREOF, each of
the undersigned has caused this Term Note to be sealed and signed in its
corporate or partnership name by its duly authorized officer as of the day and
year first above written.

      


      
        	
                 

                WITNESS:

                 

                By:
                                                                  

              	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                By:
                                                                  

                Name:

                Title:

              
	 
      	 
      
	
                 

                WITNESS:

                 

                By:
                                                                  

              	
                SOVRAN
      ACQUISITION LIMITED

                PARTNERSHIP

                 

                By:
      Sovran Holdings Inc., its general partner

                 

                By:
                                                                  

                Name:

                Title:

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
4 -

      


      


      
        	
                 

                 

                Date

              	
                Amount

                of
      Term

                Loan

              	
                Amount
      of

                Principal
      Paid

                or
      Prepaid

              	
                Balance
      of

                Principal

                Unpaid

              	
                 

                Notation

                Made
      By:

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      -
5 -

      


      


      
        	 
      	
                Exhibit
      B

              
	 
      	 
      


      

      


      [FORM
OF SUBSIDIARY GUARANTY]

       

      GUARANTY

      


                Guaranty,
dated as of                            __,
20  
by                        ,
a                                       
(the "Guarantor"), in favor
of each of the Agents and the Lenders (each as defined herein) and Manufacturers
and Traders Trust Company, as administrative agent (in such capacity, together
with its successors and assigns, the "Administrative
Agent") for itself and for the other financial institutions
(collectively, the "Lenders") which are
or may become parties to the Third Amended and Restated
Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among
Sovran Self Storage, Inc., a Maryland corporation ("Sovran"), Sovran
Acquisition Limited Partnership, a Delaware limited partnership (together with
Sovran, collectively referred to herein as the "Borrowers"), the
Administrative Agent, SunTrust Bank, as syndication agent (in such capacity, the
"Syndication
Agent"), HSBC Bank USA, National Association, as documentation agent (in
such capacity, the "Documentation Agent",
and collectively with the Administrative Agent and the Syndication Agent, the
"Agents") and
the Lenders, as the same may hereafter be amended from time to time (the "Credit
Agreement").  Capitalized terms used herein without definition
shall have the meanings ascribed to them in the Credit Agreement.

      


                WHEREAS,
the Borrowers, the Agents and the Lenders have entered into the Credit
Agreement;

      


                WHEREAS,
the Borrowers and the Guarantor are members of a group of related entities, the
success of either one of which is dependent in part on the success of the other
members of such group;

      


                WHEREAS,
the Guarantor expects to receive substantial direct and indirect benefits from
the extensions of credit to the Borrowers by the Lenders pursuant to the Credit
Agreement (which benefits are hereby acknowledged);

      


                WHEREAS,
it is a condition precedent to the Agents' and the Lenders' willingness to
extend, and to continue to extend, credit to the Borrowers under the Credit
Agreement that the Guarantor execute and deliver this Guaranty; and

      


                WHEREAS,
the Guarantor wishes to guaranty the Borrowers' obligations to the Lenders and
the Agents under and in respect of the Credit Agreement as herein
provided.

      


                NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

      


                1.     Guaranty of Payment and
Performance of Obligations.  In consideration of the Lenders'
extending credit or otherwise in their discretion giving time, financial or
banking facilities or accommodations to the Borrowers, the Guarantor hereby
unconditionally guarantees

      


      -
1 -

      


      to
each Agent and Lender that the Borrowers will duly and punctually pay or
perform, at the place specified therefor, or if no place is specified, at the
Administrative Agent's Head Office, (i) all indebtedness, obligations and
liabilities of the Borrowers to any of the Lenders and the Administrative Agent,
individually or collectively, under the Credit Agreement or any of the other
Loan Documents or in respect of any of the Loans or the Notes or other
instruments at any time evidencing any thereof, whether existing on the date of
the Credit Agreement or arising or incurred thereafter, direct or indirect,
secured or unsecured, joint or several, absolute or contingent, matured or
unmatured, liquidated or unliquidated, arising by contract, operation of law or
otherwise; and (ii) without limitation of the foregoing, all reasonable
fees, costs and expenses incurred by the Administrative Agent or the Lenders in
attempting to collect or enforce any of the foregoing, accrued in each case to
the date of payment hereunder (collectively the "Obligations" and
individually an "Obligation").  This
Guaranty is an absolute, unconditional and continuing guaranty of the full and
punctual payment and performance by the Borrowers of the Obligations and not of
their collectibility only and is in no way conditioned upon any requirement that
any Lender or the Administrative Agent first attempt to collect any of the
Obligations from the Borrowers or resort to any security or other means of
obtaining payment of any of the Obligations which any Lender or the
Administrative Agent now has or may acquire after the date hereof or upon any
other contingency whatsoever.  Upon any Event of Default which is
continuing by the Borrowers in the full and punctual payment and performance of
the Obligations, the liabilities and obligations of the Guarantor hereunder
shall, at the option of the Administrative Agent, become forthwith due and
payable to the Administrative Agent and to the Lender or Lenders owed the same
without demand or notice of any nature, all of which are expressly waived by the
Guarantor, except for notices required to be given to the Borrowers under the
Loan Documents.  Payments by the Guarantor hereunder may be required
by any Lender or the Administrative Agent on any number of
occasions.

      


                2.     Guarantor's Further
Agreements to Pay.  The Guarantor further agrees, as the
principal obligor and not as a guarantor only, to pay to each Lender and the
Administrative Agent forthwith upon demand, in funds immediately available to
such Lender or the Administrative Agent, all costs and expenses (including court
costs and legal fees and expenses) incurred or expended by the Administrative
Agent or such Lender in connection with this Guaranty and the enforcement
hereof, together with interest on amounts recoverable under this Guaranty from
the time after such amounts become due at the default rate of interest set forth
in the Credit Agreement; provided that if such
interest exceeds the maximum amount permitted to be paid under applicable law,
then such interest shall be reduced to such maximum permitted
amount.

      


                3.     Payments.  The
Guarantor covenants and agrees that the Obligations will be paid strictly in
accordance with their respective terms regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of the Administrative Agent or any Lender with respect
thereto.  Without limiting the generality of the foregoing, the
Guarantor's obligations hereunder with respect to any Obligation shall not be
discharged by a payment in a currency other than the currency in which the
Obligation is denominated (the "Obligation Currency")
or at a place other than the place specified for the payment of the Obligation,
whether pursuant to a judgment or otherwise, to the extent that the amount so
paid on conversion to the Obligation Currency and transferred to New York,
New

      


      -
2 -

      


      York,
U.S.A., under normal banking procedures does not yield the amount of Obligation
Currency due thereunder.

      


                4.     Taxes.

      


      
        	 
      	
                          (a)     All
      payments hereunder shall be made without any counterclaim or set-off, free
      and clear of, and without reduction by reason of, any taxes, levies,
      imposts, charges and withholdings, restrictions or conditions of any
      nature ("Taxes"), which are now or
      may hereafter be imposed, levied or assessed by the United States or any
      political subdivision or taxing authority thereof (or any non-United
      States jurisdiction in which there is Real Estate) on payments hereunder,
      all of which will be for the account of and paid by the
      Guarantor.  Subject to paragraph (b), if for any reason,
      any such reduction is made or any Taxes are paid by the Administrative
      Agent or any Lender (except for taxes on income or profits of such
      Administrative Agent or Lender), Guarantor will pay to the Administrative
      Agent or such Lender such additional amounts as may be necessary to ensure
      that the Administrative Agent or such Lender receives the same net amount
      which it would have received had no reduction been made or Taxes
      paid.

              
	 
      	 
      
	 
      	
                          (b)     Guarantor
      shall not be required to pay any additional amounts to any Lender that is
      not incorporated or organized under the laws of the United States of
      America or a state thereof or the District of Columbia (a "Non-U.S. Lender") in respect of United
      States Federal withholding tax to the extent that (i) the obligation
      to withhold amounts with respect to United States Federal withholding tax
      existed on the date such Non-U.S. Lender became a party to the Credit
      Agreement or, with respect to payments to a different lending office
      designated by the Non-U.S. Lender as its applicable lending office (a
      "New Lending Office"), the date such
      Non-U.S. Lender designated such New Lending Office with respect to the
      Loans (as defined in the Credit Agreement); provided, however, that this
      clause (i) shall not apply to any transferee or New Lending Office as
      a result of an assignment, transfer or designation made at the request of
      the Borrowers; and provided further, however, that this clause (i)
      shall not apply to the extent the indemnity payment or additional amounts
      any transferee, or Lender through a New Lending Office, would be entitled
      to receive without regard to this clause (i) do not exceed the
      indemnity payment or additional amounts that the entity making the
      assignment or transfer to such transferee, or Lender making the
      designation of such New Lending Office, would have been entitled to
      receive in the absence of such assignment, transfer or designation; or
      (ii) the obligation to pay such additional amounts would not have
      arisen but for a failure by such Non-U.S. Lender to deliver completed
      copies of United States Internal Revenue Service Form 1001 or 4224 or to
      comply with all the other requirements of §4.2(c) of the Credit
      Agreement.

              
	 
      	 
      


      

                5.     Consent to
Jurisdiction.  The Guarantor agrees that any suit for the
enforcement of this Guaranty or any of the other Loan Documents may be brought
in the courts of the State of

      


      


      


      -
3 -

      


      New
York sitting in New York, New York or any federal court sitting in New York, New
York and consents to the non-exclusive jurisdiction of such courts and the
service of process in any such suit being made upon the Guarantor by mail at the
address specified herein.  Except to the extent such waiver is
expressly prohibited by law, the Guarantor hereby waives any objection that it
may now or hereafter have to the venue of any such suit or any such court or
that such suit is brought in an inconvenient court.

      


                6.     Liability of the
Guarantor.  The Administrative Agent and each Lender have and
shall have the absolute right to enforce the liability of the Guarantor
hereunder without resort to any other right or remedy including any right or
remedy under any other guaranty, and the release or discharge of any guarantor
of any Obligations shall not affect the continuing liability of the Guarantor
hereunder.

      


                7.     Representations and
Warranties; Covenants.  The Guarantor hereby makes and confirms
the representations and warranties made on its behalf by the Borrowers pursuant
to §7 of the Credit Agreement, as if such representations and warranties were
set forth herein.  The Guarantor hereby agrees to perform the
covenants set forth in §§8 and 9 of the Credit Agreement (to the extent such
covenants expressly apply to the Guarantor) as if such covenants were set forth
herein.  The Guarantor acknowledges that it is, on a collective basis
with the Borrowers and all other "Guarantors" (as defined in the Credit
Agreement), bound by the covenants set forth in §9 of the Credit
Agreement.  The Guarantor hereby confirms that it shall be bound by
all acts or omissions of the Borrower Representative pursuant to the Credit
Agreement.

      


                8.     Effectiveness.  The
obligations of the Guarantor under this Guaranty shall continue in full force
and effect and shall remain in operation until all of the Obligations shall have
been paid in full or otherwise fully satisfied, and continue to be effective or
be reinstated, as the case may be, if at any time payment or other satisfaction
of any of the Obligations is rescinded or must otherwise be restored or returned
upon the bankruptcy, insolvency, or reorganization of the Borrowers, or
otherwise, as though such payment had not been made or other satisfaction
occurred.  No invalidity, irregularity or unenforceability of the
Obligations by reason of applicable bankruptcy laws or any other similar law, or
by reason of any law or order of any government or agency thereof purporting to
reduce, amend or otherwise affect the Obligations, shall impair, affect, be a
defense to or claim against the obligations of the Guarantor under this
Guaranty.

      


                9.     Freedom of Lender to Deal
with Borrowers and Other Parties.  The Administrative Agent and
each Lender shall be at liberty, without giving notice to or obtaining the
assent of the Guarantor and without relieving the Guarantor of any liability
hereunder, to deal with the Borrowers and with each other party who now is or
after the date hereof becomes liable in any manner for any of the Obligations,
in such manner as the Administrative Agent or such Lender in its sole discretion
deems fit, and to this end the Guarantor gives to the Administrative Agent and
each Lender full authority in its sole discretion to do any or all of the
following things: (a) extend credit, make loans and afford other financial
accommodations to the Borrowers at such times, in such amounts and on such terms
as the Administrative Agent or such Lender may approve, (b) vary the terms
and grant extensions of any present or future indebtedness or obligation of
the

      


      -
4 -

      


      


      Borrowers
or of any other party to the Administrative Agent or such Lender, (c) grant
time, waivers and other indulgences in respect thereto, (d) vary, exchange,
release or discharge, wholly or partially, or delay in or abstain from
perfecting and enforcing any security or guaranty or other means of obtaining
payment of any of the Obligations which the Administrative Agent or any Lender
now has or may acquire after the date hereof, (e) accept partial payments
from the Borrowers or any such other party, (f) release or discharge,
wholly or partially, any endorser or guarantor, and (g) compromise or make
any settlement or other arrangement with the Borrowers or any such other
party.

      


                10.     Unenforceability of
Obligations Against Borrowers; Invalidity of Security or Other
Guaranties.  If for any reason the Borrowers have no legal
existence or are under no legal obligation to discharge any of the Obligations
undertaken or purported to be undertaken by it or on its behalf, or if any of
the moneys included in the Obligations have become irrecoverable from the
Borrowers by operation of law or for any other reason, this Guaranty shall
nevertheless be binding on the Guarantor to the same extent as if the Guarantor
at all times had been the principal debtor on all such
Obligations.  This Guaranty shall be in addition to any other guaranty
or other security for the Obligations, and it shall not be prejudiced or
rendered unenforceable by the invalidity of any such other guaranty or
security.

      


                11.     Waivers by
Guarantor.  The Guarantor waives notice of acceptance hereof,
notice of any action taken or omitted by the Administrative Agent or any Lender
in reliance hereon, and any requirement that the Administrative Agent or any
Lender be diligent or prompt in making demands hereunder, giving notice of any
default by the Borrowers or asserting any other rights of the Administrative
Agent or any Lender hereunder.  The Guarantor also irrevocably waives,
to the fullest extent permitted by law, all defenses in the nature of suretyship
that at any time may be available in respect of the Guarantor's obligations
hereunder by virtue of any statute of limitations, valuation, stay, moratorium
law or other similar law now or hereafter in effect.

      


                12.     Waiver of Subrogation
Rights.  Notwithstanding any other provision to the contrary
contained herein or provided by applicable law, unless and until all of the
Obligations have been indefeasibly paid in full in cash and satisfied in full,
the Guarantor hereby irrevocably waives any and all rights it may have at any
time (whether arising directly or indirectly, by operation of law or by
contract) to assert any claim against the Borrowers on account of payments made
under this Guaranty, including, without limitation, any and all rights of or
claims for subrogation, contribution, reimbursement, exoneration and indemnity,
and further waives any benefit of and any right to participate in any collateral
which may be held by the Administrative Agent or any Lender or any affiliate of
the Administrative Agent or any Lender.  In addition, the Guarantor
will not claim any set-off or counterclaim against the Borrowers in respect of
any liability it may have to the Borrowers unless and until all of the
Obligations have been indefeasibly paid in full in cash and satisfied in
full.

      


                13.     Demands.  Any
demand on or notice made or required to be given pursuant to this Guaranty shall
be in writing and shall be delivered in hand, mailed by United States registered
or certified first class mail, postage prepaid, return receipt requested, sent
by overnight courier, or sent by telegraph, telecopy, telefax or telex and
confirmed by delivery via courier or postal service, addressed as
follows:

      


      -
5 -

      


      


      


      
        	 
      	
                (a)     if
      to the Guarantor, at

                 

                Sovran
      Self Storage, Inc.

                6467
      Main Street

                Williamsville,
      New York  14221

                Attention:  Mr.
      David L. Rogers

              	 
      
	 
      	 
      	 
      
	 
      	
                or
      at such other address for notice as the Guarantor shall last have
      furnished in writing to the Administrative Agent with a copy
      to:

              
	 
      	 
      
	 
      	
                Phillips
      Lytle LLP

                3400
      HSBC Center

                Buffalo,
      New York  14203

                Attention:  Raymond
      H. Seitz, Esq.

              	 
      
	 
      	 
      	 
      
	 
      	
                or
      at such other address for notice as the Guarantor shall last have
      furnished in writing to the Administrative Agent; and

              
	 
      	 
      
	 
      	
                (b)     if
      to the Administrative Agent, at

                 

                Manufacturers
      and Traders Trust Company

                25
      S. Charles Street, 12th
      Floor

                Baltimore,
      Maryland  21201

                Attention:  Hugh
      Giorgio

                or
      such other address for notice as the Administrative Agent shall last have
      furnished in writing to the Guarantor, with a copy to:

              
	 
      	 
      
	 
      	
                Alston
      & Bird LLP

                1201
      West Peachtree Street

                Atlanta,
      Georgia  30309-3424

                Attention:  Paul
      M. Cushing, Esq.

              
	 
      	 
      
	 
      	
                or
      at such other address for notice as the Administrative Agent shall last
      have furnished in writing to the Guarantor; and

              
	 
      	 
      
	 
      	
                (c)     if
      to any Lender, at such Lender's address as set forth in Schedule 1.2
      to the Credit Agreement or as shall have last been furnished in writing to
      the Person giving the notice.

              
	 
      	 
      


      

                Any
such notice or demand shall be deemed to have been duly given or made and to
have become effective (i) if delivered by hand, overnight courier or
facsimile to the party to which it is directed, at the time of the receipt
thereof by such party or the sending of such facsimile with electronic
confirmation of receipt or (ii) if sent by registered or certified first-class
mail, postage prepaid, return receipt requested, on the fifth Business Day
following the mailing thereof.

      


      


      -
6 -

      


      


                14.     Amendments, Waivers,
Etc..  No provision of this Guaranty can be changed, waived,
discharged or terminated except by an instrument in writing signed by the
Administrative Agent and the Guarantor expressly referring to the provision of
this Guaranty to which such instrument relates; and no such waiver shall extend
to, affect or impair any right with respect to any Obligation which is not
expressly dealt with therein.  No course of dealing or delay or
omission on the part of the Administrative Agent or the Lenders or any of them
in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto.

      


                15.     Further
Assurances.  The Guarantor at its sole cost and expense agrees
to do all such things and execute, acknowledge and deliver all such documents
and instruments as the Administrative Agent from time to time may reasonably
request in order to give full effect to this Guaranty and to perfect and
preserve the rights and powers of the Administrative Agent and the Lenders
hereunder.

      


                16.     Miscellaneous
Provisions.  This Guaranty is intended to take effect as a
sealed instrument to be governed by and construed in accordance with the laws of
the State of New York and shall inure to the benefit of the Administrative
Agent, each Lender and its respective successors in title and assigns permitted
under the Credit Agreement, and shall be binding on the Guarantor and the
Guarantor's successors in title, assigns and legal
representatives.  The rights and remedies herein provided are
cumulative and not exclusive of any remedies provided by law or any other
agreement.  The invalidity or unenforceability of any one or more
sections of this Guaranty shall not affect the validity or enforceability of its
remaining provisions.  Captions are for ease of reference only and
shall not affect the meaning of the relevant provisions.  The meanings
of all defined terms used in this Guaranty shall be equally applicable to the
singular and plural forms of the terms defined.

      


                17.     WAIVER OF JURY
TRIAL.  EXCEPT TO THE EXTENT SUCH WAIVER IS EXPRESSLY
PROHIBITED BY LAW, THE GUARANTOR HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
JURISDICTION AND IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING
OUT OF THIS GUARANTY, THE OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED
PURSUANT HERETO OR THERETO OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING,
AMONG THE GUARANTOR, THE BORROWERS, THE ADMINISTRATIVE AGENT AND/OR THE
LENDERS.  THIS WAIVER OF JURY TRIAL SHALL BE EFFECTIVE FOR EACH AND
EVERY DOCUMENT EXECUTED BY THE GUARANTOR, THE ADMINISTRATIVE AGENT OR THE
LENDERS AND DELIVERED TO THE ADMINISTRATIVE AGENT OR THE LENDERS, AS THE CASE
MAY BE, WHETHER OR NOT SUCH DOCUMENTS SHALL CONTAIN SUCH A WAIVER OF JURY
TRIAL.  THE GUARANTOR CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED
AND FREELY MADE.

      


       

      [Remainder
of Page Intentionally Left Blank]

      


      


      


      -
7 -

      


      


                IN
WITNESS WHEREOF, the Guarantor has executed and delivered this Guaranty as of
the date first above written.

      


      
        	 
      	
                GUARANTOR:

                 

                 

                                                                                

              
	 
      	 
      
	 
      	
                By:                                                          

                Name:

                Title:

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
8 -

      


      


      


      
        	 
      	
                Exhibit
      C

              
	 
      	 
      


      

      [Form
of Revolving Credit Loan Request]

      


      


      Manufacturers
and Traders Trust Company

      One
Fountain Plaza

      Buffalo,
New York 14203

      Attention:                                                   

      


      REVOLVING CREDIT LOAN
REQUEST

      


                This
Loan Request is made pursuant to §2.4 of the Third Amended and Restated
Revolving Credit and Term Loan Agreement dated as of June 25, 2008 among
Sovran Self Storage, Inc., a Maryland corporation ("Sovran"), Sovran
Acquisition Limited Partnership, a Delaware limited partnership ("SALP" and together
with Sovran, collectively referred to herein as the "Borrowers" and
individually as a "Borrower"),
Manufacturers and Traders Trust Company, individually and as Administrative
Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association,
as documentation agent and certain other parties as provided therein (as the
same may now or hereafter be amended from time to time, the "Credit
Agreement").  Unless otherwise defined herein, the terms used
in this Loan Request have the meanings given them in the Credit
Agreement.

      


      1.     Sovran,
as Borrower Representative hereby requests a Revolving Credit Loan in the
principal amount of $                         .

      


      2.     The
proposed Drawdown Date of the Revolving Credit Loan is:

      


                                                    ,
   ,
20  

      


      3.     The
Interest Period requested for the Revolving Credit Loan requested in this Loan
Request (if any) is:

      


                                                    

      


      4.     The
Type of Revolving Credit Loan being requested in this Loan Request
is:

      


                                       
Prime Rate Loan

                                       
LIBOR Rate Loan

      


      


      


      


      


      


      


      


      -
1 -

      


      


                WITNESS
my hand this      
day of                 ,
20  .

      


      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                By:                                                               

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                Exhibit
      D-1

              
	 
      	 
      
	 
      	 
      


      

      COMPLIANCE
CERTIFICATE OF [CHIEF

      FINANCIAL
OFFICER/TREASURER]

      


      (Loan
Request)

      


                The
undersigned [Chief Financial Officer/Treasurer] of Sovran Self Storage, Inc.
("Sovran"), as
the Borrower Representative (as defined in the Credit Agreement defined below)
HEREBY CERTIFIES THAT:

      


                This
compliance certificate is furnished pursuant to §2.4(iv)(c), §2.11 and/or §12.1
of the Third Amended and Restated Revolving Credit and
Term Loan Agreement dated as of June 25, 2008 among Sovran, Sovran
Acquisition Limited Partnership (together with Sovran, collectively referred to
herein as the "Borrowers"),
Manufacturers and Traders Trust Company, individually and as Administrative
Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association,
as documentation agent and certain other parties as provided therein (as the
same may now or hereafter be amended from time to time, the "Credit
Agreement").  Unless otherwise defined herein, the terms used
in this Compliance Certificate and Schedule 1 attached hereto have the
meanings given them in the Credit Agreement.

      


                Schedule 1
attached hereto sets forth the financial data and computations evidencing the
Borrowers' compliance with the covenants contained in §10.1, §10.2, §10.3 and
§10.11 of the Credit Agreement on a pro-forma basis after giving effect to the
requested Revolving Credit Loan, all of which data and computations, to the
knowledge and belief of the [chief financial officer/treasurer] executing and
delivering this Compliance Certificate on behalf of Sovran, as Borrower
Representative (the ["Chief Financial Officer"/"Treasurer"]), are
true, complete and correct.

      


                The
activities of the Borrowers, each Guarantor and their respective Subsidiaries
and subsidiaries (as defined in the Credit Agreement) since the date of the last
Compliance Certificate submitted by the Borrowers to the Administrative Agent
have been reviewed by the [Chief Financial Officer/Treasurer] and/or by
employees or agents under his/her immediate supervision.  Based upon
such review, to the knowledge and belief of the [Chief Financial
Officer/Treasurer], both before and after giving effect to the requested
Revolving Credit Loan, (1) no Default or Event of Default exists on the
date hereof or will exist under the Credit Agreement or any other Loan Document
on the Drawdown Date of such Loan, and (2) after taking into account such
requested Loan, no Default or Event of Default will exist as of the Drawdown
Date or thereafter.

      


                To
the knowledge and belief of the [Chief Financial Officer/Treasurer], each of the
representations and warranties of the Borrowers and each Guarantor contained in
the Credit Agreement, the other Loan Documents or in any document or instrument
delivered pursuant to or

      


      


      -
1 -

      


      


      in
connection with the Credit Agreement was true as of the date as of which they
were made, is true at and as of the date hereof, and will be true at and as of
the time of the making of the requested Loan, with the same effect as if made at
and as of that time.

      


                The
[Chief Financial Officer/Treasurer] certifies that he/she is authorized to
execute and deliver this compliance certificate on behalf of Sovran, as Borrower
Representative.

      


      


      [Remainder
of Page Intentionally Left Blank]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      


                Executed
as of this      
day of                  ,
20   .

      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                By:                                                          

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
3 -

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                Exhibit
      D-2

              
	 
      	 
      


      

      


      COMPLIANCE
CERTIFICATE

      OF CHIEF FINANCIAL
OFFICER

      


      (Sovran
Financial Statements)

      


                The
undersigned Chief Financial Officer of Sovran Self Storage, Inc., ("Sovran") HEREBY
CERTIFIES THAT:

      


                This
compliance certificate is furnished pursuant to §8.4(c) of the Third Amended and
Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008
among Sovran, Sovran Acquisition Limited Partnership (together with Sovran,
collectively referred to herein as the "Borrowers"),
Manufacturers and Traders Trust Company, individually and as Administrative
Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association,
as documentation agent and certain other parties as provided therein (as the
same may now or hereafter be amended from time to time, the "Credit
Agreement").  Unless otherwise defined herein, the terms used
in this Compliance Certificate and Schedule 1 attached hereto have the
meanings given them in the Credit Agreement.

      


                As
required by §8.4(c) of the Credit Agreement, the consolidated (and
consolidating, if required under the Credit Agreement) financial statements of
Sovran and its respective subsidiaries (as defined in the Credit Agreement) for
the [year] [quarter] ended                ,
20   
(the "Financial Statements") prepared
in accordance with GAAP (subject, in the case of quarterly statements, to
year-end adjustments none of which are anticipated to be materially adverse,
except as specifically disclosed in this compliance certificate) accompany this
Compliance Certificate.  The Financial Statements present fairly the
financial position of Sovran and its subsidiaries as at the date thereof and the
results of operations of Sovran and its subsidiaries for the period covered
thereby.

      


                Schedule 1
attached hereto sets forth the financial data and computations evidencing the
Borrowers' compliance with the covenants contained in §10 of the Credit
Agreement, all of which data and computations, to the knowledge and belief of
the chief financial officer executing and delivering this Compliance Certificate
on behalf of Sovran, as Borrower Representative (the "Chief Financial
Officer"), are true, complete and correct.

      


                The
activities of Sovran and its subsidiaries during the period covered by the
Financial Statements have been reviewed by the Chief Financial Officer and/or by
employees or agents under his immediate supervision.  Based upon such
review, during the period covered by the Financial Statements, and as of the
date of this Certificate, no Default or Event of Default has occurred and is
continuing, except as specifically disclosed in this compliance
certificate.

      


      


      


      


      -
1 -

      


      


                The
Chief Financial Officer certifies that he is authorized to execute and deliver
this Compliance Certificate on behalf of Sovran, as Borrower
Representative.

      


                Executed
as of this __ day of ___________, 20__.

      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                By:                                                              

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                Exhibit D-3

              
	 
      	 
      


      

      


      COMPLIANCE
CERTIFICATE

      OF CHIEF FINANCIAL
OFFICER

      


      (SALP
Financial Statements)

      


                The
undersigned Chief Financial Officer of Sovran Acquisition Limited Partnership
("SALP") HEREBY
CERTIFIES THAT:

      


                This
compliance certificate is furnished pursuant to §8.4(c) of the Third Amended and
Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008
among SALP, Sovran Self Storage, Inc. (together with SALP, collectively referred
to herein as the "Borrowers"),
Manufacturers and Traders Trust Company, individually and as Administrative
Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association,
as documentation agent and certain other parties as provided therein (as the
same may now or hereafter be amended from time to time, the "Credit Agreement").  Unless
otherwise defined herein, the terms used in this compliance certificate and
Schedule 1 attached hereto have the meanings given them in the Credit
Agreement.

      


                As
required by §8.4(c) of the Credit Agreement, financial statements of SALP and
its subsidiaries (as defined in the Credit Agreement) for the [year] [quarter]
ended                 ,
20   
(the "Financial Statements") prepared
in accordance with GAAP (subject, in the case of quarterly statements, to
year-end adjustments none of which are anticipated to be materially adverse,
except as specifically disclosed in this compliance certificate) accompany this
compliance certificate.  The Financial Statements delivered herewith
present fairly the financial position of SALP and its subsidiaries as at the
date thereof and the results of operations of SALP and its subsidiaries for the
period covered thereby.

      


                The
activities of SALP and its subsidiaries during the period covered by the
Financial Statements have been reviewed by the chief financial officer of SALP
and/or by employees or agents under his immediate supervision.  Based
upon such review, during the period covered by the Financial Statements, and as
of the date of this compliance certificate, no Default or Event of Default has
occurred and is continuing, except as specifically disclosed in this compliance
certificate.

      


      [Remainder
of Page Intentionally Left Blank]

      


      


      


      


      


      


      


      


      


      -
1 -

      


      


                The
undersigned Chief Financial Officer of SALP certifies that he is authorized to
execute and deliver this compliance certificate on behalf of SALP.

      


                Executed
as of this    
day of                         ,
20   .

      


      
        	 
      	
                SOVRAN
      ACQUISITION LIMITED

                PARTNERSHIP

                 

                By:
      Sovran Holdings Inc., its general partner

                 

                By:                                                                

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                Exhibit D-4

              
	 
      	 
      


      

      


      COMPLIANCE
CERTIFICATE

      OF CHIEF FINANCIAL
OFFICER

      


      (Incurrence
of Indebtedness)

      


                The
undersigned, being the Chief Financial Officer of Sovran Self Storage, Inc.
("Sovran" and
together with Sovran Acquisition Limited Partnership, collectively referred to
herein as the "Borrowers"), HEREBY
CERTIFIES THAT:

      


                This
compliance certificate is furnished pursuant to §9.1 of the Third Amended and
Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008
among the Borrowers, Manufacturers and Traders Trust Company, individually and
as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA,
National Association, as documentation agents and certain other parties as
provided therein (as the same may now or hereafter be amended from time to time,
the "Credit
Agreement").  Unless
otherwise defined herein, the terms used in this compliance certificate and
Schedule 1 attached hereto have the meanings given them in the Credit
Agreement.

      


                The
Borrowers hereby give the Administrative Agent notice that a Borrower, a
Guarantor or a Subsidiary plans to incur Indebtedness for borrowed money which
will cause the aggregate amount of Indebtedness for borrowed money incurred
since delivery of the most recent compliance certificate to exceed
$5,000,000.

      


                Schedule 1
attached hereto sets forth the financial data and computations evidencing the
Borrowers' compliance with the covenants contained in §10.1, §10.2, §10.3 and
§10.11 of the Credit Agreement on a pro forma basis after giving effect to such
Indebtedness for borrowed money, all of which data and computations, to the best
knowledge and belief of the chief financial officer executing and delivering
this compliance certificate on behalf of Sovran, as Borrower Representative (the
"Chief Financial
Officer"), are true, complete and correct.

      


                The
activities of the Borrower, the Guarantor or the Subsidiary, as applicable, have
been reviewed by the Chief Financial Officers and/or by employees or agents
under his immediate supervision.  The Chief Financial Officer
certifies that he is authorized to execute and deliver this compliance
certificate on behalf of Sovran, as Borrower Representative.

      


      


      


      


      


      


      


      


      


      


      -
1 -

      


      


                Executed
as of this __ day of ___________, 20__.

      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                By:                                                           

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      


      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                Exhibit D-5

              
	 
      	 
      


      

      


      COMPLIANCE
CERTIFICATE OF

      [CHIEF FINANCIAL
OFFICER/TREASURER]

      


      (Merger,
Consolidation or Reorganization)

      


                The
undersigned, being the [Chief Financial Officer/Treasurer] of Sovran Self
Storage, Inc. ("Sovran"), HEREBY
CERTIFIES THAT:

      


                This
compliance certificate is furnished pursuant to §9.4(a) of the Third Amended and
Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008
among Sovran, Sovran Acquisition Limited Partnership ("SALP" and together
with Sovran, collectively referred to herein as the "Borrowers"),
Manufacturers and Traders Trust Company, individually and as Administrative
Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association,
as documentation agent and certain other parties as provided therein (as the
same may now or hereafter be amended from time to time, the "Credit Agreement").  Unless
otherwise defined herein, the terms used in this compliance certificate and
Schedule 1 attached hereto have the meanings given them in the Credit
Agreement.

      


                The
undersigned hereby gives the Administrative Agent notice that a Borrower, a
Guarantor, an Operating Subsidiary or a wholly-owned Subsidiary plans to become
a party to a merger, consolidation or reorganization requiring a compliance
certificate under §9.4(a) of the Credit Agreement.

      


                Schedule 1
attached hereto sets forth the financial data and computations evidencing the
Borrowers' compliance with the covenants contained in §10 of the Credit
Agreement on a pro forma basis, all of which data and computations, to the best
knowledge and belief of the [chief financial officer/treasurer] executing and
delivering this compliance certificate (the "[Chief Financial
Officer/Treasurer]"), are true, complete and
correct.  Furthermore, the undersigned certifies that no Default or
Event of Default has occurred and is continuing, or would occur and be
continuing after giving effect to such merger, consolidation or reorganization
and all liabilities, fixed or contingent, pursuant thereto;

      


                The
activities of the Borrower, the Guarantor, the Operating Subsidiary or the
wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief
Financial Officer/Treasurer] and/or by employees or agents under his immediate
supervision.  The [Chief Financial Officer/Treasurer] certifies that
he is authorized to execute and deliver this compliance certificate on behalf of
the Borrower Representative.

      


      


      


      


      


      


      


      -
1 -

      


      


                Executed
as of this __ day of ___________, 20__.

      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                By:
                                                          

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      


      
        	 
      	
                Exhibit D-6

              
	 
      	 
      


      

      


      COMPLIANCE
CERTIFICATE OF

      [CHIEF FINANCIAL
OFFICER/TREASURER]

      


      (Disposition
of Unencumbered Property)

      


                The
undersigned [Chief Financial Officer/Treasurer] of Sovran Self Storage, Inc.
("Sovran")
HEREBY CERTIFIES THAT:

      


                This
compliance certificate is furnished pursuant to §9.4(b)(i) or §9.4(b)(ii) of the
Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 25, 2008 among Sovran, Sovran Acquisition Limited Partnership
(together with Sovran, collectively referred to herein as the "Borrowers"),
Manufacturers and Traders Trust Company, individually and as Administrative
Agent, SunTrust Bank, as syndication agent, HSBC Bank USA, National Association,
as documentation agent and certain other parties as provided therein (as the
same may now or hereafter be amended from time to time, the "Credit
Agreement").  Sovran, as Borrower Representative hereby gives
the Administrative Agent notice of the intention of a Borrower, a Guarantor, an
Operating Subsidiary or a wholly-owned Subsidiary to Sell or to grant an
Indebtedness Lien on an Unencumbered Property or other asset pursuant to
§9.4(b)(i) or §9.4(b)(ii) of the Credit Agreement.  Unless otherwise
defined herein, the terms used in this Compliance Certificate and
Schedule 1 attached hereto have the meanings described in the Credit
Agreement.

      


                Schedule 1
attached hereto sets forth the financial data and computations evidencing the
Borrowers' compliance with the covenants contained in §10 of the Credit
Agreement on a pro forma basis after giving effect to such proposed Sale or
Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto,
all of which data and computations, to the knowledge and belief of the [chief
financial officer/treasurer] executing and delivering this compliance
certificate on behalf of Sovran (the "[Chief Financial
Officer"/"Treasurer]"), are true, complete and correct.

      


                The
activities of the Borrowers, the Guarantor, the Operating Subsidiary or the
wholly-owned Subsidiary, as applicable, have been reviewed by the [Chief
Financial Officer/Treasurer] and/or by employees or agents under his immediate
supervision.  Based upon such review, to the best knowledge and belief
of the [Chief Financial Officer/Treasurer],

      


      [(for
§9.4(b)(i)) both before and after giving effect to the proposed Sale or
Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto, no
Default or Event of Default exists or will exist under any Loan
Document.]

      


      


      


      


      


      


      -
1 -

      


      


      [(for
§9.4(b)(ii)) before giving effect to the proposed Sale or Indebtedness Lien and
all liabilities, fixed or contingent, pursuant thereto, no Event of Default
exists under any Loan Document; provided, that if
such Sale or Indebtedness Lien is to be made while a Default is continuing, such
Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens)
will cure the Default before it becomes an Event of Default; and if multiple
Sales or Indebtedness Liens are contemplated, the Borrowers shall apply the net
proceeds of each Sale or Indebtedness Lien to the repayment of the Revolving
Credit Loans until such Default has been fully cured.  After giving
effect to the proposed Sale or Indebtedness Lien and all liabilities, fixed or
contingent, pursuant thereto, no Default or Event of Default will exist under
any Loan Document.]

      


                The
[Chief Financial Officer/Treasurer] certifies that he is authorized to execute
and deliver this Compliance Certificate on behalf of Sovran, as Borrower
Representative.

      


                Executed
as of this __ day of ___________, 20__.

      


      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                 

                By:
                                                                   

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      


      


      
        	 
      	
                Exhibit D-7

              
	 
      	 
      


      

      


      COMPLIANCE
CERTIFICATE

      OF CHIEF FINANCIAL
OFFICERS

      


      (Closing
Condition)

      


                Each
of the undersigned, being the Chief Financial Officers of Sovran Self Storage,
Inc. ("Sovran")
and Sovran Acquisition Limited Partnership ("SALP" and together
with Sovran, collectively referred to herein as the "Borrowers"), HEREBY
CERTIFIES THAT:

      


                This
Compliance Certificate is furnished pursuant to §11.14 of the Third Amended and
Restated Revolving Credit and Term Loan Agreement dated as of June 25, 2008
among the Borrowers, Manufacturers and Traders Trust Company, individually and
as Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA,
National Association, as documentation agent and certain other parties as
provided therein (as the same may now or hereafter be amended from time to time,
the "Credit
Agreement").  Unless otherwise defined herein, the terms used
in this Compliance Certificate and Schedule 1 attached hereto have the
meanings given them in the Credit Agreement.

      


                Schedule 1
attached hereto sets forth the financial data and computations evidencing the
Borrowers' compliance with the covenants contained in §10 of the Credit
Agreement, all of which data and computations, to the best knowledge and belief
of the chief financial officers executing and delivering this compliance
certificate on behalf of the Borrowers (the "Chief Financial
Officers"), are true, complete and correct.

      


                Each
of the Chief Financial Officers hereby certifies, in accordance with the
provisions of §11.14 of the Credit Agreement, that the representations and
warranties of the Borrowers contained in the Credit Agreement and in each
document and instrument delivered pursuant to or in connection therewith are
true as of the date hereof and that no Default or Event of Default has occurred
and is continuing on the date hereof.

      


                Each
of the Chief Financial Officers certifies that he is authorized to execute and
deliver this compliance certificate on behalf of Sovran or SALP, as the case may
be.

      


      


      


      


      


      


      


      


      


      


      


      


      -
1 -

      


      


                Executed
as of this __ day of ___________, 20__.

      


      
        	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                 

                 

                By:                                                              

                Name:

                Title:

              	
                SOVRAN
      ACQUISITION LIMITED

                PARTNERSHIP

                 

                By:
      Sovran Holdings Inc., its general partner

                 

                By:                                                              

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      


      
        	 
      	
                Exhibit E

              
	 
      	 
      


      

      FORM
OF

      ASSIGNMENT AND
ASSUMPTION

       

                This
Assignment and Assumption (the "Assignment and
Assumption") is dated as of the Effective Date set forth below and is
entered into by and between                                    
(the "Assignor")
and                                
(the "Assignee").  Capitalized
terms used but not defined herein shall have the meanings given to them in the
credit agreement identified below (as amended, amended and restated, or modified
and in effect from time to time, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

      


                For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (a) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including without limitation any letters of credit,
guarantees, and swingline loans included in such facilities), except for any
rights that the Assignor is entitled to retain pursuant to Section 18 of
the Credit Agreement, and (b) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (a) above, except to
the extent related to or arising out of the rights that the Assignor retained
pursuant to clause (a) above (the rights and obligations sold and assigned
pursuant to clauses (a) and (b) above being referred to herein collectively
as, the "Assigned
Interest").  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

      


      
        	
                1.

              	
                Assignor:

              	
                                                                              

              
	 
      	 
      	 
      
	
                2.

              	
                Assignee:

              	
                                                                             1

                [and
      is an Affiliate of                           ]

              
	 
      	 
      	 
      
	
                3.

              	
                Borrowers:

              	
                Sovran
      Self-Storage, Inc. and

                Sovran
      Acquisition Limited Partnership

              


      

      


      -
1 -

      

        

      

        
        1 Select Lender as
applicable.

      


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	 
      	 
      
	
                4.

              	
                Administrative
      Agent:

              	
                Manufacturers
      and Traders Trust Company,

                as
      the Administrative Agent under the Credit Agreement

              
	 
      	 
      	 
      
	
                5.

              	
                Credit
      Agreement:

              	
                The
      Third Amended and Restated Revolving Credit and Term Loan Agreement, dated
      as of June 25, 2008 among Sovran Self Storage, Inc. and Sovran
      Acquisition Limited Partnership, the Lenders named therein and
      Manufacturers and Traders Trust Company, as Administrative Agent for the
      Lenders.

              
	 
      	 
      	 
      
	
                6.

              	
                Assigned
      Interest:

              	 
      
	
                Facility
      Assigned

              	
                Aggregate
      Amount of Commitment/Loans for all Lenders (including LC
      Disbursements)*

              	
                Amount
      of Commitment/Loans Assigned (including participations in Letters of
      Credit)*

              	
                Percentage
      Assigned of Commitment/Loans2

              	 
      
	
                Commitment

              	
                 

                $

              	
                 

                $

              	
                 

                         %

              	 
      
	
                Revolving
      Loans

              	
                 

                $

              	
                 

                $

              	
                 

                         %

              	 
      
	
                Term
      Loan

              	
                 

                $

              	
                 

                $

              	
                 

                         %

              	 
      
	
                Letter
      of Credit Participations Interest

              	
                 

                $

              	
                 

                $

              	
                 

                         %

              	 
      


      

      


      
        	
                [7.

              	
                Trade
      Date:

              	
                                                          ]3

              
	 
      	 
      	 
      
	
                8.

              	
                Fee:

              	
                The
      [Assignor/Assignee] shall pay the Administrative Agent the fee required by
      the Credit Agreement prior to the Effective Date.

              
	 
      	 
      	 
      


      

      Effective
Date:                           ,
20   
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

      


      


      


      [Remainder
of Page Intentionally Left Blank]

      


      -
2 -

      


      The
terms set forth in this Assignment and Assumption are hereby agreed
to:

      


      
        	 
      	
                ASSIGNOR

                [NAME
      OF ASSIGNOR]

                 

                By:                                                            

                        Name:

                        Title:

              
	 
      	 
      
	 
      	
                ASSIGNEE

                [NAME
      OF ASSIGNEE]

                 

                By:                                                            

                        Name:

                        Title:

              
	 
      	 
      
	
                Consented
      to and Accepted:

              	 
      
	 
      	 
      
	
                MANUFACTURERS
      AND TRADERS TRUST COMPANY,

                acting
      in its capacity as Administrative

                Agent

                 

                By:                                                            

                        Name:

                        Title:

              
	 
      
	
                Consented
      to:

                 

                SOVRAN
      SELF STORAGE, INC.

                 

                By:                                                            

                        Name:

                        Title:

                 

              
	 
      
	
                Consented
      to:

                 

                SOVRAN
      ACQUISITION LIMITED PARTNERSHIP

                 

                By:
      Sovran Holdings Inc., its general partner

                 

                By:                                                            

                        Name:

                        Title:

              


      

      


      


      


      


      -
3 -

      


      


      
        	 
      	
                ANNEX
      1

              
	 
      	 
      


      

                The
Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 25, 2008 among Sovran Self Storage, Inc., Sovran Acquisition Limited
Partnership, Manufacturers and Traders Trust Company, individually and as
Administrative Agent, SunTrust Bank, as syndication agent, HSBC Bank USA,
National Association, as documentation agent and certain other parties as
provided therein (as the same may now or hereafter be amended from time to time,
the "Credit
Agreement").  Capitalized terms used but not defined herein
shall have the meanings given to them in the Assignment and Assumption to which
this annex is attached and if not defined therein, shall have the meanings given
to them in the Credit Agreement.

      


      STANDARD
TERMS AND CONDITIONS FOR

      ASSIGNMENT
AND ASSUMPTION

      


                1.     Representations and
Warranties.

      


                1.1     Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to
(i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any of the other Loan Documents, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any of the Loan Documents or any collateral thereunder, (iii) the
financial condition of either Borrower, any of their Subsidiaries or Affiliates
or any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by either Borrower, any of their Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document.

      


                1.2.     Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all of the
requirements of an Eligible Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant to §§7.4 and 8.4
thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, (v) if it is a
Non-U.S. Lender, attached to the Assignment and Assumption is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by the Assignee, and (vi) if the Assignee is
not already a Lender under the Credit Agreement,

      


      -
1 -

      


      


      attached
to this Assignment and Assumption is an Administrative Questionnaire duly
completed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

      


                2.     Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignee whether such amounts have accrued prior
to, on or after the Effective Date.  The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Administrative Agent
for periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.

      


                3.     General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the laws of the State of New York.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      

        

      

        
        * Amount to be adjusted by the
counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date.

      

        
        2 Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders
thereunder.

      

        
        3 To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of the
Trade Date.

      


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	 
      	
                Exhibit F

              
	 
      	 
      


      

      [Form
of Notice of Continuation/Conversion]

      


                                  ,
20  

      


      


      Manufacturers
and Traders Trust Company

      One
Fountain Plaza

      Buffalo,
New York 14203

      Attention:                                                    

      


      Ladies
and Gentlemen:

      


                Reference
is made to that certain Third Amended and Restated Revolving Credit and Term
Loan Agreement dated as of June 25, 2008 (such agreement, as it may be or
may have been amended, restated, supplemented or otherwise modified from time to
time, the "Credit
Agreement"; capitalized terms used herein without definition shall have
the respective meanings assigned to those terms in the Credit Agreement) among
Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership, the
institutions from time to time party thereto as Lenders, Manufacturers and
Traders Trust Company, as Administrative Agent, SunTrust Bank, as syndication
agent, HSBC Bank USA, National Association, as documentation agent, and certain
other parties thereto.  The Borrowers hereby give you notice pursuant
to Section 2.5 [and 3.4] of the Credit Agreement for the [Revolving Credit
Loans] [Term  Loans]  specified below that they elect
to:

      


                2.     [Continue
such [Revolving Credit Loans] [Term Loans] as LIBOR Rate Loans $                     
in aggregate principal amount of the outstanding LIBOR Rate Loans, the current
Interest Period of which ends on                             ,
20  ].

      


                3.     [Convert
such [Revolving Credit Loans] [Term Loans] to Prime Rate Loans] [LIBOR Rate
Loans] $                     
in aggregate principal amount of the outstanding [LIBOR Rate Loans], [Prime Rate
Loans] the current Interest Period of which ends on                            ].

      


                4.     The
date for such [continuation] [and] [conversion] shall be                             .

      


                4.     [The
Interest Period for such continued or converted (as applicable) LIBOR Rate Loans
is requested to be [a                          
month period].

      


                The
Borrower Representative hereby certifies to the Administrative Agent and each of
the Lenders on behalf of each Borrower that it is authorized to execute this
notice on behalf of the Borrowers, no Default or Event of Default has occurred
and is continuing,

      


      


      


      


      -
1 -

      


      


      on
the date hereof there are no other prohibitions under the Credit Agreement to
the requested [conversion/continuation], no such prohibitions will exist on the
date of the requested [conversion/continuation], the requested [conversion/
continuation] is in accordance with the provisions of §2.5 [and §3.4] of the
Credit Agreement.

      


                Executed
as of this _____ day of _____________, 20__.

      


      
        	 
      	
                SOVRAN
      SELF STORAGE, INC.

                 

                 

                By:                                                         

                Name:

                Title:

              
	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -

      


      



      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
1.2

      


      Lenders'
Commitments

      


      
        	
                 

                 

                Lender

              	
                 

                Revolving  

                Credit
           

                Commitment

                 

              	
                Revolving  

                Credit      

                Commitment

                Percentage  

              	
                 

                 

                Term      

                Commitment

              	
                 

                Term      

                Commitment

                Percentage  

              
	
                Manufacturers
      and Traders Trust Company

                25
      S. Charles Street, 12th Floor Baltimore, MD  21201

                Attn:
      Hugh Giorgio

              	
                $10,317,460

                 

              	
                8.2539682540%

              	
                $39,682,540

              	
                15.8730158730%

              
	
                HSBC
      Bank USA, National Association

                One
      HSBC Center, Lobby

                Buffalo,
      NY 14203

                Attn:  Michael
      A. Marong Jr.

              	
                $16,666,667

              	
                13.3333333333%

              	
                $33,333,333

              	
                13.3333333333%

              
	
                SunTrust
      Bank

                8330
      Boone Blvd.

                8th
      Floor

                Vienna,
      VA 22182

                Attn:  W.
      John Wendler

              	
                $16,666,667

              	
                13.3333333333%

              	
                $33,333,333

              	
                13.3333333333%

              
	
                Bank
      of America, N.A.

                231
      S. LaSalle

                Chicago,
      IL 60604

                Attn:  Cheryl
      Sneor

              	
                $7,222,222

                 

              	
                5.7777777778%

              	
                $27,777,778

              	
                11.1111111111%

              
	
                Wells
      Fargo Bank, N.A.

                6400
      Sheridan Dr.

                Suite
      100

                Williamsville,
      NY 14221

                Attn:  Kevin
      M. West

              	
                $11,666,667

              	
                9.3333333333%

              	
                $23,333,333

              	
                9.3333333333%

              
	
                Chang
      Hwa Commercial Bank, Ltd. New York Branch

                685
      Third Avenue

                29th
      Floor

                New
      York, NY 10017

                Attn:  Danielle
      Tsai

              	
                $3,333,333

              	
                2.6666666667%

              	
                $6,666,667

              	
                2.6666666667%

              
	
                Mega
      International Commercial Bank Co., Ltd., New York Branch

                65
      Liberty Street

                New
      York, NY 10005

                Attn:  Anne
      Y. Lu

              	
                $3,333,333

              	
                2.6666666667%

              	
                $6,666,667

              	
                2.6666666667%

              
	
                Chevy
      Chase Bank F.S.B.

                7501
      Wisconsin, 12th
      Floor

                Bethesda,
      MD 20814

                Attn:  Marie
      Ejindu

              	
                $20,000,000

              	
                16.0000000000%

              	
                ---

              	
                0.0000000000%

              
	
                -
      1 -

              
	
                First
      Niagara Bank

                WNY
      Corporate Banking Dept.

                726
      Exchange Street

                Suite
      900

                Buffalo,
      NY 14210

                Attn:  Penny
      S. Hokanson

              	
                $3,333,333

              	
                2.6666666667%

              	
                $6,666,667

              	
                2.6666666667%

              
	
                Branch
      Banking & Trust Company

                200
      W Second Street

                Winston
      Salem, NC 27101

                Attn:  Robert
      Searson

              	
                $8,333,333

              	
                6.6666666667%

              	
                $16,666,667

              	
                6.6666666667%

              
	
                Compass
      Bank

                1501
      South 20th
      Street

                Suite
      1501

                Birmingham,
      AL 35233

                Attn:  Jamie
      McClure

              	
                $4,126,984

                 

              	
                3.3015873016%

              	
                $15,873,016

              	
                6.3492063492%

              
	
                PNC
      Bank National Association

                249
      5th
      Avenue

                MS:
      P7-POPP-19-3

                Pittsburgh,
      PA 15219

                Attn:  Leigh
      A. Geyer

              	
                $11,666,667

              	
                9.3333333333%

              	
                $23,333,333

              	
                9.3333333333%

              
	
                US
      Bank National Association

                225
      W. Station St.

                Suite
      300

                Pittsburg,
      PA 15219

                Attn:  Bruce
      Ostrom

                 

              	
                $8,333,333

              	
                6.6666666667%

              	
                $16,666,667

              	
                6.6666666667%

              
	
                TOTAL:

                 

              	
                $125,000,000

              	
                100.00%

              	
                $250,000,000

              	
                100.00%

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -


      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
7.1(b)

      


      Capitalization;
Outstanding Securities

      SALP
and Holdings

      


      A.     Sovran Acquisition Limited
Partnership

      


      
        	 
      	
                 

                Partner's Names and
      Addresses

              	
                Number     

                of
      Units     

              	
                Percentage
      Interest

                in the
      Partnership

              
	 
      	 
      	 
      	 
      
	 
      	
                1.

              	
                General
      Partner:

                 

                Sovran
      Holdings, Inc.

                6467
      Main Street

                Williamsville,
      NY  14221

              	
                 

                 

                219,566.710

              	
                 

                 

                0.9853

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                2.

              	
                Limited
      Partners:

                 

                Sovran
      Self Storage, Inc.

                6467
      Main Street

                Williamsville,
      NY  14221

              	
                 

                 

                21,643,161.290

              	
                 

                 

                97.1188

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Harold
      Samloff

                400
      University Avenue

                Rochester,
      NY  14607

              	
                 

                 

                30,000.000

              	
                 

                 

                0.1346

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Laurence
      C. Glazer

                400
      University Avenue

                Rochester,
      NY  14607

              	
                9,057.425

              	
                0.0406

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Rhonda
      Billick

                145
      Cheerywood Drive

                Williamsville,
      NY 14221

              	
                900.000

              	
                0.0040

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Morgan
      S. Whiteley Revocable

                Living
      Trust

                11714
      Amkin Drive

                Clifton,
      VA  22024

              	
                7,000.000

              	
                0.0314

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Marlene
      Whiteley Revocable

                Living
      Trust

                11714
      Amkin Drive

                Clifton,
      VA  22024

              	
                7,000.000

              	
                0.0314

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                -
      1 -

              
	 
      	 
      	
                Charles
      F. Waldner, Jr. and

                Marjorie
      W. Waldner

                1600
      South Dixie Highway

                #1C

                Boca
      Raton, FL  33432

              	
                323,454.67

              	
                1.4515

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Charles
      E. Waldner, Jr.

                P.O.
      Box 1240

                Boca
      Raton, FL  33429-1240

              	
                36,948.33

              	
                0.1658

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Marjorie
      Waldner

                1869
      Sabel Palm Drive

                Boca
      Raton, FL  33423

              	
                4,255.70

              	
                0.0191

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Janice
      Middlebrook

                1801
      Royal Palm Way

                Boca
      Raton, FL  33432-7443

              	
                3,910.70

              	
                0.0175

              
	 
      	 
      	 
      	 
      	 
      


      

      B.           Sovran Holdings,
Inc.

      


      
        	 
      	
                 

                1.

              	
                 

                Shareholder

              	
                Shares   

                Authorized

              	
                Shares

                Issued

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Sovran
      Self Storage, Inc.

                6467
      Main Street

                Williamsville,
      NY  14221

              	
                1,500

              	
                100

              
	 
      	 
      	 
      	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
2 -


      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
7.3(a)

      


      Unencumbered
Properties

      See
attached listing.

      
        	
                Schedule
      7.3(a)

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Store
      #

              	 
      	
                Street

              	
                City

              	
                State

              	
                Zip

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                1

              	 
      	
                1471
      Center Street Extension

              	
                Mt.
      Pleasant

              	
                SC

              	
                29464

              
	
                2

              	 
      	
                4400
      US 98 North

              	
                Lakeland

              	
                FL

              	
                33809

              
	
                3

              	 
      	
                556
      Cox Road

              	
                Gastonia

              	
                NC

              	
                28054

              
	
                4

              	 
      	
                10869
      Paw Paw Drive

              	
                Holland

              	
                MI

              	
                49424

              
	
                5

              	 
      	
                500
      Frenchtown Road

              	
                E.
      Greenwich

              	
                RI

              	
                02818

              
	
                6

              	 
      	
                942
      Capital Circle S.W.

              	
                Tallahassee

              	
                FL

              	
                32304

              
	
                7

              	 
      	
                3690
      LeHarps Road

              	
                Austintown

              	
                OH

              	
                44515

              
	
                9

              	 
      	
                24940
      Detroit Road

              	
                Westlake

              	
                OH

              	
                44145

              
	
                10

              	 
      	
                1501
      Capital Circle N.W.

              	
                Tallahassee

              	
                FL

              	
                32303

              
	
                12

              	 
      	
                3075
      Enterprise Road

              	
                Debary

              	
                FL

              	
                32713

              
	
                13

              	 
      	
                36
      Industrial Drive

              	
                Middletown

              	
                NY

              	
                10941

              
	
                14

              	 
      	
                40
      Leo Place

              	
                Cheektowaga

              	
                NY

              	
                14225

              
	
                15

              	 
      	
                1270
      Jefferson Road

              	
                Rochester

              	
                NY

              	
                14623

              
	
                16

              	 
      	
                305
      Hammond Street

              	
                Salisbury

              	
                MD

              	
                21804

              
	
                17

              	 
      	
                16
      Lambeth Park Road

              	
                Fairhaven

              	
                MA

              	
                02719

              
	
                18

              	 
      	
                2003
      Jacks Ford Drive

              	
                Fayetteville

              	
                NC

              	
                28303

              
	
                20

              	 
      	
                7657
      103rd Street

              	
                Jacksonville

              	
                FL

              	
                32210

              
	
                21

              	 
      	
                2648
      Two Notch Road

              	
                Columbia

              	
                SC

              	
                29204

              
	
                23

              	 
      	
                2585
      Brighton Henrietta Town Line Rd

              	
                Rochester

              	
                NY

              	
                14623

              
	
                25

              	 
      	
                10901
      Abercorn Extension

              	
                Savannah

              	
                GA

              	
                31419

              
	
                26

              	 
      	
                3511
      South Holden Road

              	
                Greensboro

              	
                NC

              	
                27407

              
	
                27

              	 
      	
                2701
      McNeil Street

              	
                Raleigh

              	
                NC

              	
                27608

              
	
                28

              	 
      	
                30
      Stillman Road

              	
                North
      Haven

              	
                CT

              	
                06473

              
	
                29

              	 
      	
                2655
      Langford Road

              	
                Norcross

              	
                GA

              	
                30071

              
	
                30

              	 
      	
                303
      Highway 138

              	
                Riverdale

              	
                GA

              	
                30274

              
	
                31

              	 
      	
                8161
      Main Street

              	
                Williamsville

              	
                NY

              	
                14221

              
	
                32

              	 
      	
                2401
      South Wilmington Street

              	
                Raleigh

              	
                NC

              	
                27603

              
	
                33

              	 
      	
                7403
      Parklane Road

              	
                Columbia

              	
                SC

              	
                29223

              
	
                34

              	 
      	
                5311
      A Old Bush River Road

              	
                Columbia

              	
                SC

              	
                29212

              
	
                35

              	 
      	
                10020
      Two Notch Road

              	
                Columbia

              	
                SC

              	
                29223

              
	
                36

              	 
      	
                1375
      Commerce Road

              	
                Morrow

              	
                GA

              	
                30260

              
	
                37

              	 
      	
                11955
      South Orange Blossom Trail

              	
                Orlando

              	
                FL

              	
                32837

              
	
                39

              	 
      	
                230
      Snyder Road

              	
                Hermitage

              	
                PA

              	
                16148

              
	
                40

              	 
      	
                10300
      Northwest 55th Street

              	
                Sunrise

              	
                FL

              	
                33351

              


      

      


      -
1 -


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                41

              	 
      	
                7363
      Lake Worth Road

              	
                Lake
      Worth

              	
                FL

              	
                33467

              
	
                42

              	 
      	
                1987
      Canton Road Northeast

              	
                Marietta

              	
                GA

              	
                30066

              
	
                43

              	 
      	
                1525
      Williams Drive

              	
                Marietta

              	
                GA

              	
                30066

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                44

              	 
      	
                7604
      Georgia Highway 85

              	
                Riverdale

              	
                GA

              	
                30274

              
	
                45

              	 
      	
                720
      Veteran's Memorial Highway SW

              	
                Mableton

              	
                GA

              	
                30126

              
	
                46

              	 
      	
                1195
      Gresham Road

              	
                Marietta

              	
                GA

              	
                30062

              
	
                47

              	 
      	
                1212
      West Patrick Street

              	
                Frederick

              	
                MD

              	
                21703

              
	
                48

              	 
      	
                26
      West Diamond Avenue (Rte 117)

              	
                Gaithersburg

              	
                MD

              	
                20877

              
	
                49

              	 
      	
                1805
      A Wylds Road

              	
                Augusta

              	
                GA

              	
                30909

              
	
                50

              	 
      	
                915
      Key Street

              	
                Macon

              	
                GA

              	
                31204

              
	
                51

              	 
      	
                6005
      North Wickham Road

              	
                Melbourne

              	
                FL

              	
                32940

              
	
                52

              	 
      	
                10429
      Jefferson Avenue

              	
                Newport
      News

              	
                VA

              	
                23605

              
	
                53

              	 
      	
                195
      East Fairfield Drive

              	
                Pensacola

              	
                FL

              	
                32503

              
	
                54

              	 
      	
                1045
      Bertram Road

              	
                Augusta

              	
                GA

              	
                30909

              
	
                55

              	 
      	
                269
      Oakwood Drive

              	
                Glastonbury

              	
                CT

              	
                06033

              
	
                56

              	 
      	
                2000
      Clay Road

              	
                Austell

              	
                GA

              	
                30106

              
	
                58

              	 
      	
                980
      North Navy Boulevard

              	
                Pensacola

              	
                FL

              	
                32507

              
	
                59

              	 
      	
                1923
      North Wickham Road

              	
                Melbourne

              	
                FL

              	
                32935

              
	
                60

              	 
      	
                1395
      South Street

              	
                Suffield

              	
                CT

              	
                06078

              
	
                61

              	 
      	
                5725
      Old National Highway

              	
                College
      Park

              	
                GA

              	
                30349

              
	
                62

              	 
      	
                1213
      East Brambleton Avenue

              	
                Norfolk

              	
                VA

              	
                23504

              
	
                63

              	 
      	
                2601
      Industry Lane

              	
                Virginia
      Beach

              	
                VA

              	
                23454

              
	
                64

              	 
      	
                2630
      Center Point Road

              	
                Birmingham

              	
                AL

              	
                35215

              
	
                65

              	 
      	
                3625
      Lorna Road

              	
                Hoover

              	
                AL

              	
                35216

              
	
                66

              	 
      	
                2895
      Vaughn Plaza Road

              	
                Montgomery

              	
                AL

              	
                36116

              
	
                67

              	 
      	
                918
      Blanding Boulevard

              	
                Orange
      Park

              	
                FL

              	
                32065

              
	
                68

              	 
      	
                2807
      West Michigan Avenue

              	
                Pensacola

              	
                FL

              	
                32526

              
	
                69

              	 
      	
                801
      East Nine Mile Road

              	
                Pensacola

              	
                FL

              	
                32514

              
	
                70

              	 
      	
                2295
      West Michigan Avenue

              	
                Pensacola

              	
                FL

              	
                32526

              
	
                71

              	 
      	
                3000
      West Columbus Drive

              	
                Tampa

              	
                FL

              	
                33607

              
	
                72

              	 
      	
                404
      Seminole Boulevard

              	
                Largo

              	
                FL

              	
                33770

              
	
                73

              	 
      	
                1844
      North Belcher Road

              	
                Clearwater

              	
                FL

              	
                33765

              
	
                74

              	 
      	
                6011
      I-55 North

              	
                Jackson

              	
                MS

              	
                39213

              
	
                75

              	 
      	
                2947
      McDowell Road Extension

              	
                Jackson

              	
                MS

              	
                39204

              
	
                77

              	 
      	
                4066
      Silver Star Road

              	
                Orlando

              	
                FL

              	
                32808

              
	
                78

              	 
      	
                50
      Ward Way

              	
                Birmingham

              	
                AL

              	
                35209

              
	
                79

              	 
      	
                1300
      Shurling Drive

              	
                Macon

              	
                GA

              	
                31211

              
	
                80

              	 
      	
                3271
      Fulling Mill Road

              	
                Middletown

              	
                PA

              	
                17057

              
	
                82

              	 
      	
                6523
      Basile Rowe

              	
                E.
      Syracuse

              	
                NY

              	
                13057

              
	
                83

              	 
      	
                3780
      Central Avenue

              	
                Ft.
      Myers

              	
                FL

              	
                33901

              
	
                84

              	 
      	
                4400
      Solomon Boulevard

              	
                Ft.
      Myers

              	
                FL

              	
                33901

              
	
                85

              	 
      	
                473
      J. Clyde Morris Boulevard

              	
                Newport
      News

              	
                VA

              	
                23601

              
	
                86

              	 
      	
                2632
      Spruce Street

              	
                Montgomery

              	
                AL

              	
                36107

              
	
                87

              	 
      	
                422
      Old Trolley Road

              	
                Summerville

              	
                SC

              	
                29485

              
	
                88

              	 
      	
                7550
      West Waters Avenue

              	
                Tampa

              	
                FL

              	
                33615

              
	
                89

              	 
      	
                1105
      North Little School Road

              	
                Arlington

              	
                TX

              	
                76017

              


      

      -
2 -

      


      
        	
                90

              	 
      	
                1061
      Duncan Perry Road

              	
                Arlington

              	
                TX

              	
                76011

              
	
                91

              	 
      	
                4820
      Western Center Boulevard

              	
                Ft.
      Worth

              	
                TX

              	
                76137

              
	
                92

              	 
      	
                8025
      Culebra Road

              	
                San
      Antonio

              	
                TX

              	
                78251

              
	
                93

              	 
      	
                6015
      Tezel Road

              	
                San
      Antonio

              	
                TX

              	
                78250

              
	
                94

              	 
      	
                7266
      Henry Clay Boulevard

              	
                Liverpool

              	
                NY

              	
                13088

              
	
                95

              	 
      	
                1201
      Coliseum Boulevard

              	
                Montgomery

              	
                AL

              	
                36110

              
	
                96

              	 
      	
                3770
      Lantana Road

              	
                Lantana

              	
                FL

              	
                33462

              
	
                97

              	 
      	
                1320
      River Road

              	
                N.
      Ft. Myers

              	
                FL

              	
                33903

              
	
                98

              	 
      	
                15
      Landings Drive

              	
                Pittsburgh

              	
                PA

              	
                15238

              
	
                99

              	 
      	
                1005
      South Alexander Street

              	
                Plant
      City

              	
                FL

              	
                33563

              
	
                OH2

              	 
      	
                140
      Neponset Valley Parkway

              	
                Readville

              	
                MA

              	
                02136

              
	
                OH3

              	 
      	
                81
      Main Street

              	
                Weymouth

              	
                MA

              	
                02188

              
	
                OH4

              	 
      	
                800
      Narragansett Park Drive

              	
                E.
      Providence

              	
                RI

              	
                02916

              
	
                100

              	 
      	
                511
      Springfield Street (Rt. 147)

              	
                Feeding
      Hills

              	
                MA

              	
                01030

              
	
                101

              	 
      	
                6600
      Industrial Drive

              	
                Ft.
      Myers

              	
                FL

              	
                33912

              
	
                104

              	 
      	
                2929
      Pennsy Drive

              	
                Landover

              	
                MD

              	
                20785

              
	
                105

              	 
      	
                1515
      Manotak Avenue

              	
                Jacksonville

              	
                FL

              	
                32210

              
	
                106

              	 
      	
                3858
      Old Sunbeam Road

              	
                Jacksonville

              	
                FL

              	
                32257

              
	
                107

              	 
      	
                2016
      Lebanon Road

              	
                West
      Mifflin

              	
                PA

              	
                15122

              
	
                108

              	 
      	
                9914
      San Jose Boulevard

              	
                Jacksonville

              	
                FL

              	
                32257

              
	
                109

              	 
      	
                1400
      Orchard Lake Drive

              	
                Charlotte

              	
                NC

              	
                28270

              
	
                110

              	 
      	
                6720
      East W.T. Harris Boulevard

              	
                Charlotte

              	
                NC

              	
                28215

              
	
                111

              	 
      	
                130
      Concord Drive

              	
                Casselberry

              	
                FL

              	
                32707

              
	
                112

              	 
      	
                1180
      University Avenue

              	
                Rochester

              	
                NY

              	
                14607

              
	
                113

              	 
      	
                446
      Boardman-Canfield Road

              	
                Youngstown

              	
                OH

              	
                44512

              
	
                115

              	 
      	
                1455
      Broadway Ave

              	
                Bedford

              	
                OH

              	
                44146

              
	
                116

              	 
      	
                4976
      West 130th Street

              	
                Brook
      Park

              	
                OH

              	
                44135

              
	
                118

              	 
      	
                15101
      McCracken Road

              	
                Cleveland

              	
                OH

              	
                44128

              
	
                119

              	 
      	
                24560
      Sperry Drive

              	
                Westlake

              	
                OH

              	
                44145

              
	
                120

              	 
      	
                1100
      Erie Road

              	
                Eastlake

              	
                OH

              	
                44095

              
	
                121

              	 
      	
                8650
      East Avenue

              	
                Mentor

              	
                OH

              	
                44060

              
	
                123

              	 
      	
                3718
      Alpine Northwest

              	
                Comstock
      Park

              	
                MI

              	
                49321

              
	
                126

              	 
      	
                1187
      Central Avenue

              	
                Holland

              	
                MI

              	
                49423

              
	
                128

              	 
      	
                2500
      Pat Booker Road

              	
                Universal
      City

              	
                TX

              	
                78148

              
	
                129

              	 
      	
                9665
      Marbach Road

              	
                San
      Antonio

              	
                TX

              	
                78245

              
	
                130

              	 
      	
                8020
      Eastex Freeway

              	
                Beaumont

              	
                TX

              	
                77708

              
	
                131

              	 
      	
                9999
      Highway 69

              	
                Port
      Arthur

              	
                TX

              	
                77640

              
	
                132

              	 
      	
                6970
      College Street

              	
                Beaumont

              	
                TX

              	
                77707

              
	
                133

              	 
      	
                2637
      Lakeside Drive

              	
                Lynchburg

              	
                VA

              	
                24501

              
	
                134

              	 
      	
                8117
      Timberlake Road

              	
                Lynchburg

              	
                VA

              	
                24502

              
	
                135

              	 
      	
                4107
      South Amherst Highway

              	
                Madison
      Heights

              	
                VA

              	
                24572

              
	
                136

              	 
      	
                390
      Bell Road

              	
                Christiansburg

              	
                VA

              	
                24073

              
	
                137

              	 
      	
                2703
      South Battlefield Blvd.

              	
                Chesapeake

              	
                VA

              	
                23322

              
	
                138

              	 
      	
                2405
      Riverside Drive

              	
                Danville

              	
                VA

              	
                24540

              
	
                140

              	 
      	
                1099
      South Congress Avenue

              	
                Delray
      Beach

              	
                FL

              	
                33445

              
	
                141

              	 
      	
                5207
      Montgomery Street

              	
                Savannah

              	
                GA

              	
                31405

              


      

      


      -
3 -


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                142

              	 
      	
                551
      South Congress Avenue

              	
                Delray
      Beach

              	
                FL

              	
                33445

              
	
                143

              	 
      	
                38390
      Chester Road

              	
                Avon

              	
                OH

              	
                44011

              
	
                144

              	 
      	
                9530
      Skillman Street

              	
                Dallas

              	
                TX

              	
                75243

              
	
                145

              	 
      	
                140
      Centennial Boulevard

              	
                Richardson

              	
                TX

              	
                75081

              
	
                148

              	 
      	
                5550
      Antoine Dr.

              	
                Houston

              	
                TX

              	
                77091

              
	
                149

              	 
      	
                9940
      Jones Bridge Road

              	
                Alpharetta

              	
                GA

              	
                30022

              
	
                151

              	 
      	
                4427
      Tilly Mill Road

              	
                Atlanta

              	
                GA

              	
                30360

              
	
                152

              	 
      	
                4207
      Hilltop Road

              	
                Greensboro

              	
                NC

              	
                27407

              
	
                155

              	 
      	
                7375
      Airline Highway (Greenwell Spr)

              	
                Baton
      Rouge

              	
                LA

              	
                70805

              
	
                156

              	 
      	
                958
      Peiffers Lane

              	
                Harrisburg

              	
                PA

              	
                17109

              
	
                157

              	 
      	
                3248
      South Military Highway

              	
                Chesapeake

              	
                VA

              	
                23323

              
	
                158

              	 
      	
                517
      Volvo Parkway

              	
                Chesapeake

              	
                VA

              	
                23320

              
	
                159

              	 
      	
                4929
      Shell Road

              	
                Virginia
      Beach

              	
                VA

              	
                23455

              
	
                160

              	 
      	
                597
      Central Drive

              	
                Virginia
      Beach

              	
                VA

              	
                23454

              
	
                161

              	 
      	
                385
      S. Naval Base Road

              	
                Norfolk

              	
                VA

              	
                23505

              
	
                162

              	 
      	
                6010
      East Hillsborough Avenue

              	
                Tampa

              	
                FL

              	
                33610

              
	
                164

              	 
      	
                97
      Maher Lane

              	
                Harriman

              	
                NY

              	
                10926

              
	
                166

              	 
      	
                22195
      Timberlake Road

              	
                Lynchburg

              	
                VA

              	
                24502

              
	
                168

              	 
      	
                435
      Highland Avenue

              	
                Salem

              	
                MA

              	
                01970

              
	
                170

              	 
      	
                6601
      Lee Highway

              	
                Chattanooga

              	
                TN

              	
                37421

              
	
                171

              	 
      	
                4429
      Highway 58

              	
                Chattanooga

              	
                TN

              	
                37416

              
	
                172

              	 
      	
                1013
      Battlefield Parkway

              	
                Ft.
      Oglethorpe

              	
                GA

              	
                30742

              
	
                173

              	 
      	
                6604
      Walt Drive

              	
                Birmingham

              	
                AL

              	
                35242

              
	
                174

              	 
      	
                2771
      South County Trail

              	
                E.
      Greenwich

              	
                RI

              	
                02818

              
	
                175

              	 
      	
                4417
      Hillsborough Road

              	
                Durham

              	
                NC

              	
                27705

              
	
                176

              	 
      	
                1200
      East Cornwallis Road

              	
                Durham

              	
                NC

              	
                27713

              
	
                178

              	 
      	
                134
      South Policy Street

              	
                Salem

              	
                NH

              	
                03079

              
	
                181

              	 
      	
                3942
      Youngstown Road

              	
                Warren

              	
                OH

              	
                44484

              
	
                183

              	 
      	
                111
      Tomahawk Drive

              	
                Indian
      Harbour

              	
                FL

              	
                32937

              
	
                184

              	 
      	
                5961
      I-55 North

              	
                Jackson

              	
                MS

              	
                39213

              
	
                185

              	 
      	
                3433
      North Fry Road

              	
                Katy

              	
                TX

              	
                77449

              
	
                186

              	 
      	
                7901
      Sheridan Street

              	
                Hollywood

              	
                FL

              	
                33024

              
	
                187

              	 
      	
                1799
      West Atlantic Boulevard

              	
                Pompano
      Beach

              	
                FL

              	
                33069

              
	
                188

              	 
      	
                1500
      West Sample Road

              	
                Pompano
      Beach

              	
                FL

              	
                33064

              
	
                189

              	 
      	
                9900
      Southwest 18th Street

              	
                Boca
      Raton

              	
                FL

              	
                33428

              
	
                190

              	 
      	
                1655
      10th Avenue

              	
                Vero
      Beach

              	
                FL

              	
                32960

              
	
                191

              	 
      	
                1701
      FM 1960 East

              	
                Humble

              	
                TX

              	
                77338

              
	
                193

              	 
      	
                16650
      State Highway 3

              	
                Webster

              	
                TX

              	
                77598

              
	
                194

              	 
      	
                2300
      Old Denton Road

              	
                Carrollton

              	
                TX

              	
                75006

              
	
                195

              	 
      	
                1109
      North 21st Avenue

              	
                Hollywood

              	
                FL

              	
                33020

              
	
                196

              	 
      	
                1620
      IH-35 South

              	
                San
      Marcos

              	
                TX

              	
                78666

              
	
                197

              	 
      	
                5547
      McNeil Drive

              	
                Austin

              	
                TX

              	
                78729

              
	
                198

              	 
      	
                10307
      FM 2222

              	
                Austin

              	
                TX

              	
                78730

              
	
                199

              	 
      	
                135
      Center Street

              	
                Jacksonville

              	
                NC

              	
                28546

              
	
                200

              	 
      	
                1230
      Gum Branch Road

              	
                Jacksonville

              	
                NC

              	
                28540

              


      

      


      -
4 -


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                201

              	 
      	
                108
      North Marine Boulevard

              	
                Jacksonville

              	
                NC

              	
                28540

              
	
                202

              	 
      	
                1151
      West Euless Boulevard

              	
                Euless

              	
                TX

              	
                76040

              
	
                203

              	 
      	
                5575
      Davis Boulevard

              	
                N
      Richland Hills

              	
                TX

              	
                76180

              
	
                204

              	 
      	
                1105
      Batavia Pike

              	
                Batavia

              	
                OH

              	
                45103

              
	
                205

              	 
      	
                4000
      North West Street

              	
                Jackson

              	
                MS

              	
                39206

              
	
                206

              	 
      	
                5110
      Franz Road

              	
                Katy

              	
                TX

              	
                77493

              
	
                207

              	 
      	
                5
      James P. Murphy Highway

              	
                West
      Warwick

              	
                RI

              	
                02893

              
	
                208

              	 
      	
                2310
      West Pinhook Road

              	
                Lafayette

              	
                LA

              	
                70508

              
	
                209

              	 
      	
                2207
      West Pinhook Road

              	
                Lafayette

              	
                LA

              	
                70508

              
	
                210

              	 
      	
                3636
      Ambassador Caffery Parkway

              	
                Lafayette

              	
                LA

              	
                70503

              
	
                211

              	 
      	
                2888
      Northeast Evangeline Thruway

              	
                Lafayette

              	
                LA

              	
                70507

              
	
                212

              	 
      	
                313
      Guilbeau Road

              	
                Lafayette

              	
                LA

              	
                70506

              
	
                213

              	 
      	
                375
      East Elliot Road

              	
                Gilbert

              	
                AZ

              	
                85234

              
	
                214

              	 
      	
                13902
      North 59th Avenue

              	
                Glendale

              	
                AZ

              	
                85306

              
	
                215

              	 
      	
                1356
      East Baseline Road

              	
                Mesa

              	
                AZ

              	
                85204

              
	
                216

              	 
      	
                837
      East Broadway Road

              	
                Mesa

              	
                AZ

              	
                85204

              
	
                217

              	 
      	
                545
      West Broadway Road

              	
                Mesa

              	
                AZ

              	
                85210

              
	
                218

              	 
      	
                139
      North Greenfield Road

              	
                Mesa

              	
                AZ

              	
                85205

              
	
                219

              	 
      	
                3641
      West Camelback Road

              	
                Phoenix

              	
                AZ

              	
                85019

              
	
                220

              	 
      	
                1928
      East Bell Road

              	
                Phoenix

              	
                AZ

              	
                85022

              
	
                221

              	 
      	
                20001
      North 35th Avenue

              	
                Phoenix

              	
                AZ

              	
                85027

              
	
                222

              	 
      	
                576
      Bridgton Road

              	
                Westbrook

              	
                ME

              	
                04092

              
	
                223

              	 
      	
                801
      North Cocoa Boulevard (US-1)

              	
                Cocoa

              	
                FL

              	
                32922

              
	
                224

              	 
      	
                150
      North Clark Road

              	
                Cedar
      Hill

              	
                TX

              	
                75104

              
	
                225

              	 
      	
                1111
      Route 17M

              	
                Monroe

              	
                NY

              	
                10950

              
	
                226

              	 
      	
                1171
      Turnpike Street Route 114

              	
                N.
      Andover

              	
                MA

              	
                01845

              
	
                227

              	 
      	
                3400
      Bayport Blvd (Hwy 146)

              	
                Seabrook

              	
                TX

              	
                77586

              
	
                228

              	 
      	
                5605
      West Sunrise Boulevard

              	
                Plantation

              	
                FL

              	
                33313

              
	
                229

              	 
      	
                3551
      Bessemer Super Highway

              	
                Bessemer

              	
                AL

              	
                35020

              
	
                240

              	 
      	
                55
      Holman Road

              	
                Plymouth

              	
                MA

              	
                02360

              
	
                254

              	 
      	
                5250
      FM 1960 East

              	
                Humble

              	
                TX

              	
                77346

              
	
                255

              	 
      	
                6402
      Fairmont Parkway

              	
                Pasadena

              	
                TX

              	
                77505

              
	
                256

              	 
      	
                2280
      East Main Street

              	
                League
      City

              	
                TX

              	
                77573

              
	
                257

              	 
      	
                15261
      Highway 105 West

              	
                Montgomery

              	
                TX

              	
                77356

              
	
                258

              	 
      	
                9010
      E.F. Lowry Expressway

              	
                Texas
      City

              	
                TX

              	
                77591

              
	
                259

              	 
      	
                3800
      South Highway 6

              	
                Houston

              	
                TX

              	
                77082

              
	
                260

              	 
      	
                188
      South LHS Drive

              	
                Lumberton

              	
                TX

              	
                77657

              
	
                261

              	 
      	
                99-4
      Mariner Drive

              	
                Southampton

              	
                NY

              	
                11968

              
	
                262

              	 
      	
                59
      Mariner Drive

              	
                Southampton

              	
                NY

              	
                11968

              
	
                263

              	 
      	
                173
      West Montauk Highway

              	
                Hampton
      Bays

              	
                NY

              	
                11946

              
	
                264

              	 
      	
                9
      Hardscrabble Court

              	
                E.
      Hampton

              	
                NY

              	
                11937

              
	
                265

              	 
      	
                1010
      E. Highway 67

              	
                Duncanville

              	
                TX

              	
                75137

              
	
                266

              	 
      	
                4640
      Harry Hines Blvd.

              	
                Dallas

              	
                TX

              	
                75235

              
	
                267

              	 
      	
                280
      Fairfield Avenue

              	
                Stamford

              	
                CT

              	
                06902

              
	
                268

              	 
      	
                23355
      (Hwy 249) Tomball Pkwy.

              	
                Tomball

              	
                TX

              	
                77375

              
	
                269

              	 
      	
                2828
      FM 1488

              	
                Conroe

              	
                TX

              	
                77384

              


      

      


      -
5 -


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                270

              	 
      	
                8625
      Spring Cypress

              	
                Spring

              	
                TX

              	
                77379

              
	
                271

              	 
      	
                5415
      Bissonnet

              	
                Houston

              	
                TX

              	
                77081

              
	
                272

              	 
      	
                1238  FM
      1462

              	
                Alvin

              	
                TX

              	
                77511

              
	
                273

              	 
      	
                1426
      N. McMullen Booth Rd.

              	
                Clearwater

              	
                FL

              	
                33759

              
	
                274

              	 
      	
                4717
      Cartwright Road

              	
                Missouri
      City

              	
                TX

              	
                77459

              
	
                275

              	 
      	
                4121
      Hixson Pike

              	
                Chattanooga

              	
                TN

              	
                37415

              
	
                276

              	 
      	
                2830
      South A.W. Grimes Blvd.

              	
                Round
      Rock

              	
                TX

              	
                78664

              
	
                278

              	 
      	
                8239
      Thompson Rd

              	
                Cicero

              	
                NY

              	
                13039

              
	
                279

              	 
      	
                110
      Saxon Ave.

              	
                Bay
      Shore

              	
                NY

              	
                11706

              
	
                280

              	 
      	
                40
      Congress St

              	
                Springfield

              	
                MA

              	
                01104

              
	
                281

              	 
      	
                649
      Hope St.

              	
                Stamford

              	
                CT

              	
                06907

              
	
                283

              	 
      	
                3650
      Richard Rd.

              	
                Montgomery

              	
                AL

              	
                36111

              
	
                284

              	 
      	
                90
      Main St

              	
                Oxford

              	
                MA

              	
                01540

              
	
                285

              	 
      	
                9717
      US Hwy 290E

              	
                Austin

              	
                TX

              	
                78724

              
	
                286

              	 
      	
                10260
      Marbach Rd

              	
                San
      Antonio

              	
                TX

              	
                78245

              
	
                287

              	 
      	
                6509
      South 1st Street

              	
                Austin

              	
                TX

              	
                78745

              
	
                288

              	 
      	
                32777
      State Highway 249

              	
                Pinehurst

              	
                TX

              	
                77362

              
	
                289

              	 
      	
                3150
      Austell Rd.

              	
                Marietta

              	
                GA

              	
                30008

              
	
                290

              	 
      	
                4756
      Florida Blvd.

              	
                Baton
      Rouge

              	
                LA

              	
                70806

              
	
                291

              	 
      	
                7400
      Barker Cypress

              	
                Cypress

              	
                TX

              	
                77433

              
	
                292

              	 
      	
                410
      North IH-45

              	
                Texas
      City

              	
                TX

              	
                77591

              
	
                293

              	 
      	
                2216
      IH-35 South

              	
                San
      Marcos

              	
                TX

              	
                78666

              
	
                294

              	 
      	
                455
      W. Cedar Bayou-Lynchburg

              	
                Baytown

              	
                TX

              	
                77521

              
	
                295

              	 
      	
                1280
      Creek St

              	
                Webster

              	
                NY

              	
                14580

              
	
                296

              	 
      	
                13033
      Jones Rd.

              	
                Houston

              	
                TX

              	
                77070

              
	
                298

              	 
      	
                300
      Westgate Rd.

              	
                Lafayette

              	
                LA

              	
                70506

              
	
                299

              	 
      	
                203
      Albertson's Pkwy.

              	
                Broussard

              	
                LA

              	
                70518

              
	
                301

              	 
      	
                1902
      Wellington Rd.

              	
                Manchester

              	
                NH

              	
                03104

              
	
                302

              	 
      	
                120
      Spit Brook Rd.

              	
                Nashua

              	
                NH

              	
                03062

              
	
                303

              	 
      	
                10833
      Seminole Blvd

              	
                Seminole

              	
                FL

              	
                33778

              
	
                308

              	 
      	
                11540
      St. Charles Rock Rd.

              	
                Bridgeton

              	
                MO

              	
                63044

              
	
                311

              	 
      	
                6355
      Howdershell Rd.

              	
                Hazelwood

              	
                MO

              	
                63042

              
	
                312

              	 
      	
                3535
      Lemay Ferry Drive

              	
                St.
      Louis

              	
                MO

              	
                63125

              
	
                315

              	 
      	
                13575
      Goldmark Dr.

              	
                Dallas

              	
                TX

              	
                75240

              
	
                316

              	 
      	
                2305
      Manana Dr.

              	
                Dallas

              	
                TX

              	
                75220

              
	
                317

              	 
      	
                8555
      Manderville Lane

              	
                Dallas

              	
                TX

              	
                75231

              
	
                320

              	 
      	
                20202
      Blanco Rd.

              	
                San
      Antonio

              	
                TX

              	
                78258

              
	
                321

              	 
      	
                2300
      Broadway St.

              	
                San
      Antonio

              	
                TX

              	
                78215

              
	
                323

              	 
      	
                6103
      Lee Highway

              	
                Chattanooga

              	
                TN

              	
                37421

              
	
                324

              	 
      	
                2860
      NE Evangeline Thruway

              	
                Lafayette

              	
                LA

              	
                70507

              
	
                325

              	 
      	
                2650
      East South Boulevard

              	
                Montgomery

              	
                AL

              	
                36116

              
	
                326

              	 
      	
                3951
      Pepperell Pkwy.

              	
                Opelika

              	
                AL

              	
                36801

              
	
                327

              	 
      	
                1231
      Gatewood Dr.

              	
                Auburn

              	
                AL

              	
                36830

              
	
                328

              	 
      	
                3153
      Williams Rd.

              	
                Columbus

              	
                GA

              	
                31909

              
	
                329

              	 
      	
                4249
      Miller Rd.

              	
                Columbus

              	
                GA

              	
                31909

              
	
                330

              	 
      	
                4510
      Armour Rd.

              	
                Columbus

              	
                GA

              	
                31904

              
	
                331

              	 
      	
                909
      Amber Dr.

              	
                Columbus

              	
                GA

              	
                31907

              
	
                332

              	 
      	
                11
      Integra Dr.

              	
                Concord

              	
                NH

              	
                03301

              


      

      -
6 -


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                333

              	 
      	
                300
      Langner Rd.

              	
                West
      Seneca

              	
                NY

              	
                14224

              
	
                334

              	 
      	
                2802
      Transit Rd.

              	
                West
      Seneca

              	
                NY

              	
                14224

              
	
                335

              	 
      	
                4445
      Lake Ave.

              	
                Blasdell

              	
                NY

              	
                14219

              
	
                336

              	 
      	
                3154
      Union Rd.

              	
                Cheektowaga

              	
                NY

              	
                14227

              
	
                337

              	 
      	
                2681
      Niagara Falls Blvd.

              	
                Amherst

              	
                NY

              	
                14228

              
	
                338

              	 
      	
                521
      Young St.

              	
                Tonawanda

              	
                NY

              	
                14150

              
	
                339

              	 
      	
                1275
      Sheridan Dr.

              	
                Buffalo

              	
                NY

              	
                14217

              
	
                340

              	 
      	
                6104
      S. Transit Rd.

              	
                Lockport

              	
                NY

              	
                14094

              
	
                341

              	 
      	
                860
      Phillips Rd.

              	
                Webster

              	
                NY

              	
                14580

              
	
                342

              	 
      	
                2197
      East Reed Rd.

              	
                Greenville

              	
                MS

              	
                38703

              
	
                343

              	 
      	
                9595
      Highway 69

              	
                Port
      Arthur

              	
                TX

              	
                77640

              
	
                344

              	 
      	
                250
      S. Dowlen Rd.

              	
                Beaumont

              	
                TX

              	
                77707

              
	
                345

              	 
      	
                11607
      S. Memorial Pkwy.

              	
                Huntsville

              	
                AL

              	
                35803

              
	
                346

              	 
      	
                8036
      Madison Blvd.

              	
                Madison

              	
                AL

              	
                35758

              
	
                347

              	 
      	
                3610
      Bienville Blvd.

              	
                Ocean
      Springs

              	
                MS

              	
                39564

              
	
                348

              	 
      	
                7015
      Highway 72 West

              	
                Huntsville

              	
                AL

              	
                35806

              
	
                349

              	 
      	
                8781
      Airport Blvd.

              	
                Mobile

              	
                AL

              	
                36608

              
	
                350

              	 
      	
                13130
      Highway 49

              	
                Gulfport

              	
                MS

              	
                39503

              
	
                351

              	 
      	
                8778
      Highway 72 West

              	
                Madison

              	
                AL

              	
                35758

              
	
                352

              	 
      	
                7775
      Highway 59 South

              	
                Foley

              	
                AL

              	
                36535

              
	
                353

              	 
      	
                1600
      West Nine Mile Road

              	
                Pensacola

              	
                FL

              	
                32534

              
	
                354

              	 
      	
                2020
      S. College St.

              	
                Auburn

              	
                AL

              	
                36832

              
	
                355

              	 
      	
                1932
      Popps Ferry Rd.

              	
                Biloxi

              	
                MS

              	
                39532

              
	
                356

              	 
      	
                9113
      West Highway 98

              	
                Pensacola

              	
                FL

              	
                32506

              
	
                357

              	 
      	
                115
      S. Arrowhead Dr.

              	
                Montgomery

              	
                AL

              	
                36117

              
	
                358

              	 
      	
                1925
      McLemore Dr.

              	
                Montgomery

              	
                AL

              	
                36117

              
	
                359

              	 
      	
                3615
      N. Foster Road

              	
                San
      Antonio

              	
                TX

              	
                78244

              
	
                360

              	 
      	
                1655
      S. Major Dr.

              	
                Beaumont

              	
                TX

              	
                77707

              
	
                361

              	 
      	
                421
      Classic Dr.

              	
                Hattiesburg

              	
                MS

              	
                39402

              
	
                362

              	 
      	
                4059
      Ginger Dr.

              	
                D'Iberville

              	
                MS

              	
                39540

              
	
                363

              	 
      	
                7905
      State Highway 59

              	
                Foley

              	
                AL

              	
                36535

              
	
                364

              	 
      	
                130
      Centre St.

              	
                Ridgeland

              	
                MS

              	
                39157

              
	
                365

              	 
      	
                5111
      I-55 North

              	
                Jackson

              	
                MS

              	
                39206

              
	 
      	 
      	 
      	 
      	 
      	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      -
7 -


      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
7.3(c)

      Partially Owned Real Estate
Companies

      


      
        	 
      	
                Sovran
      Acquisition Limited Partnership owns a 49% interest in Iskalo Office
      Holdings, LLC as a Member and a 20% interest in Sovran HHF Storage
      Holdings LLC as a Member

              
	 
      	 
      


      

      


      


      


      


      


      



      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
7.7

      


      Litigation

      


      
        	
                1.

              	
                Paula Hilley and Joel Hilley v. Sovran Acquisition
      Limited Partnership d/b/a

                Uncle Bob's Self Storage

              
	 
      	 
      
	
                On
      August 7, 2007, plaintiffs filed a collective action under the
      Fair Labor Standards Act in the United States District Court for the
      Northern District of Alabama, Southern Division alleging that managers,
      assistant managers and maintenance employees at Sovran facilities
      throughout the United States have been required to perform work for which
      they were not paid and denied overtime compensation.  The
      proceeding as a collective action is subject to Court
      approval.  The complaint seeks unpaid overtime, liquidated
      damages in the amount of any unpaid overtime, interest and attorneys'
      fees.  Sovran Acquisition Limited Partnership ("SALP") has
      answered the complaint denying the allegations, discovery is being
      conducted and the plaintiffs have initiated settlement
      discussions.  SALP intends to defend the action
      vigorously.  While the ultimate outcome cannot be predicted,
      SALP and Sovran Self Storage, Inc. ("Sovran Inc.") do not believe this
      action is sufficiently material to warrant disclosure on a Sovran Inc.
      Form 8-K filing with the Securities and Exchange
    Commission.

              
	 
      


      

      


      


      



      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
7.15

      


      Certain
Transactions

      


      
        	
                1.

              	
                Charles
      E. Lannon, a director of Sovran Holdings, Inc., rents an office from
      Sovran Acquisition Limited Partnership ("SALP") at the headquarters of
      SALP on a month-to-month basis at a market rate ($1,000 per
      month).

              
	 
      	 
      
	
                2.

              	
                Frederick
      G. Attea is an Assistant Secretary of Sovran Self Storage, Inc. and is a
      partner in Phillips Lytle LLP, the law firm which represents Sovran Self
      Storage, Inc., Sovran Holdings, Inc., SALP and certain of their
      subsidiaries and affiliates.

              
	 
      	 
      


      

      


      


      


      



      
        
           


        

        
           


           


        

        
           


        

      


      
        	
                 
      

              	
                Schedule
      7.18

              


      

      


      
        	
                 
      

              	
                Environmental
      Matters

              


      

      


      None.

      


      


      


      



      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
7.19

      


      Subsidiaries

      A.     Subsidiaries
of Sovran Self Storage, Inc.:

      


      
        	 
      	
                Sovran
      Holdings, Inc. – 100% Owned

              
	 
      	
                Sovran
      Acquisition Limited Partnership – 97.1% Limited Partnership
      Interest

              
	 
      	 
      


      

      B.     Subsidiaries
of Sovran Acquisition Limited Partnership:

      


      
        	 
      	
                                   100%
    Owned

              
	 
      	 
      	 
      
	 
      	
                Sovran
      Jones Road, LLC

              	
                Iskalo
      Land Holdings LLC

              
	 
      	
                Sovran
      Cameron, LLC

              	
                Locke
      Leasing, LLC

              
	 
      	
                Sovran
      Congress, LLC

              	
                The
      Locke Group LLC

              
	 
      	
                Sovran
      Huebner, LLC

              	
                Locke
      Sovran I Manager, Inc.

              
	 
      	
                Sovran
      Little Road, LLC

              	
                Locke
      Sovran II Manager, Inc.

              
	 
      	
                Sovran
      Granbury, LLC

              	
                Locke
      Sovran I L.L.C.

              
	 
      	
                Sovran
      Shackelford, LLC

              	 
      
	 
      	
                Sovran
      Manchester, LLC

              	 
      
	 
      	
                Sovran
      DeGaulle, LLC

              	 
      
	 
      	
                Sovran
      Grapevine, LLC

              	 
      
	 
      	
                Sovran
      Washington, LLC

              	 
      
	 
      	
                Sovran
      Meramac, LLC

              	 
      
	 
      	
                Sovran
      Seminole, LLC

              	 
      
	 
      	 
      	 
      
	 
      	
                                   Majority
      Interest

              	 
      
	 
      	 
      	 
      
	 
      	
                Locke
      Sovran II L.L.C.

              	 
      
	 
      	
                Locke
      Preferred Equity L.L.C.

              	 
      
	 
      	 
      	 
      


      

      C.     Subsidiaries
of The Locke Group LLC:

      


      
        	 
      	
                Locke
      Preferred Equity II L.L.C. – Majority Owned

              
	 
      	 
      	 
      


      

      
        	
                 
      

              	
                D.     Investment
      (including assumed mortgage debt) in Certain Designated
      Subsidiaries

              


      

      
        	
                 
      

              	
                (§ 9.3(f)iii):

              


      

      


      
        	 
      	
                Sovran
      Huebner, LLC –  $5,700,000

              	 
      
	 
      	
                Sovran
      Little Road, LLC –  $3,500,000

              	 
      
	 
      	
                Sovran
      Granbury, LLC –  $2,700,000

              	 
      
	 
      	
                Sovran
      Grapevine, LLC –  $3,300,000

              	 
      
	 
      	
                Sovran
      Washington, LLC –  $3,800,000

              	 
      
	 
      	
                Sovran
      Meramac, LLC –  $5,700,000

              	 
      
	 
      	
                Sovran
      Shackelford, LLC –  $4,200,000

              	 
      
	 
      	
                Sovran
      Seminole, LLC –  $6,300,000

              	 
      
	 
      	
                Sovran
      DeGaulle, LLC –  $6,200,000

              	 
      
	 
      	
                Sovran
      Manchester, LLC –  $7,200,000

              	 
      


      


      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
9.3(d)

      


      Existing
Investments

       

      20%
membership interest in Sovran HHF Storage Holdings LLC

      


      49%
membership interest in Iskalo Office Holdings LLC

      


      Promissory
Note dated as of November 30, 2001 in the face principal amount of $2,795,886.05
from K and S Partnership, Elizabeth Myers and Suzanne Nash, payable to Sovran
Acquisition Limited Partnership